Common use of ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION Clause in Contracts

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 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case, as such terms are defined in the applicable Loan Document as the same may be amended as contemplated hereby). Each Guarantor acknowledges and agrees that each of the 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Signing Date and the Third Restatement Date set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13

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 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 therebythereby or by the Amended Credit Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents 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 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 Third Amended and Restated Credit Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document 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 such Loan Documents the payment and performance of all “Obligations” and any other obligations under each such Loan Document, including each of the Loan Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case, as such terms are defined in the applicable Loan Document as the same may be amended as contemplated hereby). Each Guarantor acknowledges and agrees that each of the Loan Documents 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Signing Date and the Third Restatement Second Amendment Closing Date set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Credit 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms and reaffirms that each Loan 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 Loan Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document as the same may be amended as contemplated herebyCredit Document). Each Guarantor Credit Party acknowledges and agrees that each that, after giving effect to this Amendment, any of the Loan Credit 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 Amendment. As of the 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 the Signing Date and the Third Restatement Date effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Credit 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment and consents to the amendment terms and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendmentconditions contemplated hereby. Each Guarantor Credit Party hereby confirms and reaffirms that each Loan 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 Loan Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document as the same may be amended as contemplated herebyCredit Document). Each Guarantor Credit Party acknowledges and agrees that each that, except as waived pursuant to or otherwise modified by this Amendment, any of the Loan Credit 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 Amendment. As of the 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 the Signing Date and the Third Restatement Date effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments transactions contemplated hereby or to the amendment to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this the Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future modifications or amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

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 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 therebythereby or by the Amended Credit Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents 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 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 Third Amended and Restated Credit Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document 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 such Loan Documents the payment and performance of all “Obligations” and any other obligations under each such Loan Document, including each of the Loan Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case, as such terms are defined in the applicable Loan Document as the same may be amended as contemplated hereby). Each Guarantor acknowledges and agrees that each of the Loan Documents 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Signing Date and the Third Restatement Sixth Amendment Effective Date set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

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 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment and consents to the amendment and restatement of the Existing Credit Agreement and the other Loan Documents effected pursuant to this Amendment, 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 Guarantor Loan Party hereby confirms and reaffirms that each 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 Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document), including without limitation, the Second Amendment Incremental Term Loans. Each 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 same may be 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 as contemplated hereby). Each Borrower and each Guarantor acknowledges and agrees that each any of the Loan Documents (as the same they may be amended as contemplated hereby 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 AmendmentAmendment other than to the extent expressly contemplated hereby. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Signing Date and the Third Restatement Date effectiveness set forth in this Amendment, such Guarantor Person is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Existing Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor Person to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Credit 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment Agreement and consents to the amendment terms and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendmentconditions contemplated hereby. Each Guarantor Credit Party hereby confirms and reaffirms that each Loan 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 Loan Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document as the same may be amended as contemplated herebyCredit Document). Each Guarantor Credit Party acknowledges and agrees that each that, except as waived pursuant to or otherwise modified by this Agreement, any of the Loan Credit 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 AmendmentAgreement. As of the 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 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 the Signing Date and the Third Restatement Date effectiveness set forth in this AmendmentAgreement, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment transactions contemplated hereby and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future modifications or amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Credit 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms and reaffirms that each Loan 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 Loan Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document as the same may be amended as contemplated herebyCredit Document). Each Guarantor Credit Party acknowledges and agrees that each that, after giving effect to this Amendment, any of the Loan Credit 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 Amendment. As of the 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 the Signing Date and the Third Restatement Date effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Credit 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms and reaffirms that each Loan 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 Loan Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document as the same may be amended as contemplated herebyCredit Document). Each Guarantor Credit Party acknowledges and agrees that each that, after giving effect to this Amendment, any of the Loan Credit 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 Amendment. As of the 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 the Signing Date and the Third Restatement Date effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments transactions contemplated hereby or to the amendment to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this the Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future modifications or amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Credit 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms and reaffirms that each Loan 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 Loan Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document as the same may be amended as contemplated herebyCredit Document). Each Guarantor Credit Party acknowledges and agrees that each that, after giving effect to this Amendment, any of the Loan Credit 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 Amendment. As of the 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 the Signing Date and the Third Restatement Date effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

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 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 therebythereby or by the Amended Credit Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents 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 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 Third Amended and Restated Credit Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document 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 such Loan Documents the payment and performance of all “Obligations” and any other obligations under each such Loan Document, including each of the Loan Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case, as such terms are defined in the applicable Loan Document as the same may be amended as contemplated hereby). Each Guarantor acknowledges and agrees that each of the Loan Documents 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Signing Date and the Third Restatement Date effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Credit 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment Agreement and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents transactions effected pursuant to this AmendmentAgreement. Each Guarantor Credit Party hereby confirms and reaffirms that each Loan 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 Loan Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document as the same may be amended as contemplated herebyCredit Document). Each Guarantor Credit Party acknowledges and agrees that each that, after giving effect to this Agreement, any of the Loan Credit 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 AmendmentAgreement. 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 the Signing Date and the Third Restatement Date effectiveness set forth in this AmendmentAgreement, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party transactions effected pursuant to this Amendment Agreement and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future amendments consents to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION. Each Loan Credit 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, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty Agreement and this Amendment and consents to the amendment terms and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendmentconditions contemplated hereby. Each Guarantor Credit Party hereby confirms and reaffirms that each Loan 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 Loan Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Document as the same may be amended as contemplated herebyCredit Document). Each Guarantor Credit Party acknowledges and agrees that each that, except as waived pursuant to or otherwise modified by this Amendment, any of the Loan Credit 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 Amendment. As of the 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 the Signing Date and the Third Restatement Date effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments transactions contemplated hereby or to the amendment to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this the Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future modifications or amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.

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 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 therebythereby or by the Amended Credit Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents 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 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 Third Amended and Restated Credit Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document 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 such Loan Documents the payment and performance of all “Obligations” and any other obligations under each such Loan Document, including each of the Loan Documents Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case, as such terms are defined in the applicable Loan Document as the same may be amended as contemplated hereby). Each Guarantor acknowledges and agrees that each of the Loan Documents 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Signing Date and the Third Restatement Fifth Amendment Closing Date set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement. US-DOCS\70473267.13.