Common use of ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION Clause in Contracts

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement and consents to the transactions effected pursuant to this Agreement. Each Credit Party hereby confirms and reaffirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that, after giving effect to this Agreement, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the transactions effected pursuant to this Agreement and (ii) nothing in the Credit Agreement, this Agreement or any other Credit Document shall be deemed to require the consent of such Guarantor to any future consents to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement effected pursuant to this AgreementAmendment. Each Credit Party hereby confirms and reaffirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that, after giving effect to this AgreementAmendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. As of the Agreement Fifth Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the transactions amendments to the Credit Agreement effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement effected pursuant to this AgreementAmendment. Each Credit Party hereby confirms and reaffirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that, after giving effect to this AgreementAmendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. As of the Agreement Tenth Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the transactions contemplated hereby or to the amendment to the Credit Agreement effected pursuant to this Agreement the Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future consents modifications or amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby or by the Amended Credit Party Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment, the Amended Credit Agreement and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Amended Credit Agreement Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement and the other Loan Documents effected pursuant to this AgreementAmendment. Each Credit Party Guarantor hereby confirms and reaffirms that each Credit Document Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit such Loan Documents the payment and performance of all “Obligations” and “Secured Obligations”any other obligations under each such Loan Document, as applicable, under including each of the Credit Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case case, as such terms are defined in the applicable Credit DocumentLoan Document as the same may be amended as contemplated hereby). Each Credit Party Guarantor acknowledges and agrees that, after giving effect to this Agreement, any that each of the Credit Documents Loan Documents, including each of the Pledge Agreements and the other Foreign Collateral Documents, as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue 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 Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit DocumentsAmendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness the Fifth Amendment Closing Date set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the transactions amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Amended Credit Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement and consents to the transactions effected pursuant to this Agreementterms and conditions contemplated hereby. Each Credit Party hereby confirms and reaffirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that, after giving effect except as waived pursuant to or otherwise modified by this Agreement, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the transactions effected pursuant to this Agreement contemplated hereby and (ii) nothing in the Credit Agreement, this Agreement or any other Credit Document shall be deemed to require the consent of such Guarantor to any future consents modifications or amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby or by the Amended Credit Party Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment, the Amended Credit Agreement and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Amended Credit Agreement Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement and the other Loan Documents effected pursuant to this AgreementAmendment. Each Credit Party Guarantor hereby confirms and reaffirms that each Credit Document Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit such Loan Documents the payment and performance of all “Obligations” and “Secured Obligations”any other obligations under each such Loan Document, as applicable, under including each of the Credit Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case case, as such terms are defined in the applicable Credit DocumentLoan Document as the same may be amended as contemplated hereby). Each Credit Party Guarantor acknowledges and agrees that, after giving effect to this Agreement, any that each of the Credit Documents Loan Documents, including each of the Pledge Agreements and the other Foreign Collateral Documents, as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue 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 Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit DocumentsAmendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness the Second Amendment Closing Date set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the transactions amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Amended Credit Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Amendment and consents to the transactions effected pursuant to this Agreementterms and conditions contemplated hereby. Each Credit Party hereby confirms and reaffirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that, after giving effect except as waived pursuant to or otherwise modified by this AgreementAmendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. As of the Agreement Twelfth Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the transactions contemplated hereby or to the amendment to the Credit Agreement effected pursuant to this Agreement the Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future consents modifications or amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby or by the Amended Credit Party Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment, the Amended Credit Agreement and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Amended Credit Agreement Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement and the other Loan Documents effected pursuant to this AgreementAmendment. Each Credit Party Guarantor hereby confirms and reaffirms that each Credit Document Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit such Loan Documents the payment and performance of all “Obligations” and “Secured Obligations”any other obligations under each such Loan Document, as applicable, under including each of the Credit Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case case, as such terms are defined in the applicable Credit DocumentLoan Document as the same may be amended as contemplated hereby). Each Credit Party Guarantor acknowledges and agrees that, after giving effect to this Agreement, any that each of the Credit Documents Loan Documents, including each of the Pledge Agreements and the other Foreign Collateral Documents, as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue 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 Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit DocumentsAmendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the transactions amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Amended Credit Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Amendment and consents to the transactions effected pursuant to this Agreementterms and conditions contemplated hereby. Each Credit Party hereby confirms and reaffirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that, after giving effect except as waived pursuant to or otherwise modified by this AgreementAmendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. As of the Agreement Eleventh Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the transactions contemplated hereby or to the amendment to the Credit Agreement effected pursuant to this Agreement the Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future consents modifications or amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement effected pursuant to this AgreementAmendment. Each Credit Party hereby confirms and reaffirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that, after giving effect to this AgreementAmendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. As of the Agreement Fourth Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the transactions amendments to the Credit Agreement effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby or by the Amended Credit Party Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment, the Amended Credit Agreement and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Amended Credit Agreement Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement and the other Loan Documents effected pursuant to this AgreementAmendment. Each Credit Party Guarantor hereby confirms and reaffirms that each Credit Document Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit such Loan Documents the payment and performance of all “Obligations” and “Secured Obligations”any other obligations under each such Loan Document, as applicable, under including each of the Credit Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case case, as such terms are defined in the applicable Credit DocumentLoan Document as the same may be amended as contemplated hereby). Each Credit Party Guarantor acknowledges and agrees that, after giving effect to this Agreement, any that each of the Credit Documents Loan Documents, including each of the Pledge Agreements and the other Foreign Collateral Documents, as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue 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 Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit DocumentsAmendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness the Seventh Amendment Closing Date set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the transactions amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Amended Credit Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Amendment and consents to the transactions amendment of the Existing Credit Agreement effected pursuant to this AgreementAmendment, including without limitation, the providing of the Second Amendment Incremental Term Loan Commitments and the making of the Second Amendment Incremental Term Loans, as provided for herein. Each Credit Loan Party hereby confirms and reaffirms that each Credit Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document), including without limitation, the Second Amendment Incremental Term Loans. Each Credit of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each Borrower and each Guarantor acknowledges and agrees that, after giving effect to this Agreement, that any of the Credit Loan Documents (as they may be modified by this Amendment) to which it is a party or otherwise bound shall continue 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 Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted Amendment other than to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documentsextent expressly contemplated hereby. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Guarantor Person is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the transactions amendments to the Existing Credit Agreement effected pursuant to this Agreement Amendment and (ii) nothing in the Existing Credit Agreement, the Credit Agreement, this Agreement Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Person to any future consents amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of the Loan Documents nor is any Loan Party released from any covenant, warranty or obligation created by or contained herein or therein as modified hereby. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby or by the Amended Credit Party Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment, the Amended Credit Agreement and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Amended Credit Agreement Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement and the other Loan Documents effected pursuant to this AgreementAmendment. Each Credit Party Guarantor hereby confirms and reaffirms that each Credit Document Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit such Loan Documents the payment and performance of all “Obligations” and “Secured Obligations”any other obligations under each such Loan Document, as applicable, under including each of the Credit Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case case, as such terms are defined in the applicable Credit DocumentLoan Document as the same may be amended as contemplated hereby). Each Credit Party Guarantor acknowledges and agrees that, after giving effect to this Agreement, any that each of the Credit Documents Loan Documents, including each of the Pledge Agreements and the other Foreign Collateral Documents, as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue 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 Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit DocumentsAmendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness the Sixth Amendment Effective Date set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the transactions amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Amended Credit Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Amendment and consents to the transactions amendment of the Credit Agreement effected pursuant to this AgreementAmendment. Each Credit Party hereby confirms and reaffirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Credit Party acknowledges and agrees that, after giving effect to this AgreementAmendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. As of the Agreement Eighth Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the transactions amendments to the Credit Agreement effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Credit Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Third Amended and Restated Credit Agreement Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Agreement Amendment and consents to the transactions amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this AgreementAmendment. Each Credit Party Guarantor hereby confirms and reaffirms that each Credit Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Loan Documents to which it is a party (in each case case, as such terms are defined in the applicable Credit DocumentLoan Document as the same may be amended as contemplated hereby). Each Credit Party Guarantor acknowledges and agrees that, after giving effect to this Agreement, any that each of the Credit Loan Documents as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue 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 Agreement. As of the Agreement Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit DocumentsAmendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness the Signing Date and the Third Restatement Date set forth in this AgreementAmendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the transactions amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future consents amendments to the Third Amended and Restated Credit Agreement.. US-DOCS\70473267.13