Common use of ACKNOWLEDGMENT AND CONSENT Clause in Contracts

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Party 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). Each Loan Party acknowledges and agrees that each of the Loan 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to 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 effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations“Credit Support Parties”, 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Loan Credit Support Party hereby confirms and affirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the “Obligations” under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Second Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Second Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants of security interests Domestic Subsidiary and other obligations, Holdings are referred to herein as applicable, under a "CREDIT SUPPORT PARTY" and subject to collectively as 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"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 and subject to the Loan Credit Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of, and in accordance with and subject to, the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each all of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party (other than the Company) 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 effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party (other than the Company) to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject The Company is a party to certain Collateral Documents pursuant to which the terms of each Company has created Liens in favor 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 Agents on certain Collateral to secure all of the Obligations. Each Loan of the Guarantors party hereto is a party to certain Collateral Documents and the Guaranty, pursuant to which each such Guarantor has (i) guarantied the Obligations and (ii) created Liens in favor of the Administrative Agent on certain Collateral to secure the Guaranteed Obligations of such Guarantor under the Guaranty. The Guarantors party hereto are collectively referred to herein as the "Credit Support Parties," and the Collateral Documents and the Guaranty are collectively referred to herein as the "Credit Support Documents." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, and the Guaranty and this Amendment and consents to the further amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee guaranty 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 ," "Guarantied Obligations" and "Secured Obligations," as the Loan Documents to which it is a party case may be (in each case, case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such "Obligations," "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Amended Credit Agreement and the other Loan Documents. Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Credit Agreement and the other Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Amended Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesDomestic Subsidiary and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as 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 of the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesDomestic Subsidiary listed on the signature pages hereto and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as 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 of the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party The Borrower 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 Second Amendment or any of the transactions contemplated therebyhereby, 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 supplemented in connection with this Second 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 of the Obligations. Each Loan Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Second Amendment and consents to the amendment of amendments to the Credit Agreement effected pursuant to this Second Amendment. Each Loan Party Guarantor hereby confirms that its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Document Documents to which it is a party party, and agrees that, notwithstanding the effectiveness of this Second Amendment or otherwise bound any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and all Collateral encumbered thereby will continue to guarantee or secureother obligations, as and the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance terms of all “Obligations” under each of the Loan Documents to which it is a party (in each caseparty, as such terms modified or supplemented in connection with this Second Amendment and the transactions contemplated hereby, are defined 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 applicable Loan Document)Obligations. Each Loan Party Guarantor acknowledges and agrees that each of the Loan Documents Document 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 Second Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such the 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 effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent of such any Guarantor to any future amendments to the Amended Credit Agreement.. Nothing in this Agreement shall constitute any waiver of any provisions of the Credit Agreement or any other Loan Document unless expressly set forth herein

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants of security interests Domestic Subsidiary and other obligations, Holdings are referred to herein as applicable, under a "CREDIT SUPPORT PARTY" and subject to collectively as 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"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 and subject to the Loan Credit Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of, and in accordance with and subject to, the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each all of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party (other than the Company) 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 effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party (other than the Company) to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Fourth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Fourth Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Fourth Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Fourth Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Fourth Amendment and (ii) nothing in the Credit Agreement, this Fourth Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party 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, case as such terms are defined in the applicable Loan Document). Each Loan Party of the Credit Support Parties acknowledges and agrees that each of the Loan 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment to A&R Credit Agreement Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each of the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor it is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Support Parties to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesDomestic Subsidiary and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as 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 of the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesDomestic Subsidiary listed on the signature pages hereto is referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as 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 of the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party The Borrower 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 Second Amendment or any of the transactions contemplated therebyhereby, 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 supplemented in connection with this Second 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 of the Obligations. Each Loan Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Agreement and this Second Amendment and consents to the amendments to the Credit Agreement and the Collateral Agreement effected pursuant to this Second Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is a party, and agrees that, notwithstanding the effectiveness of this Second Amendment and consents to the amendment or any of the Credit Agreement effected pursuant to this Amendment. Each Loan Party hereby confirms that each Loan Document to which it is a party or otherwise bound transactions contemplated hereby, such guarantees, pledges, grants of security interests and all Collateral encumbered thereby will continue to guarantee or secureother obligations, as and the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance terms of all “Obligations” under each of the Loan Documents to which it is a party (in each caseparty, as such terms modified or supplemented in connection with this Second Amendment and the transactions contemplated hereby, are defined 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 applicable Loan Document)Obligations. Each Loan Party Guarantor acknowledges and agrees that each of the Loan Documents Document 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 Second Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such the 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 or the Collateral Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, the Collateral Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent of such any Guarantor to any future amendments to the Amended Credit Agreement or the Collateral Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesGuarantor (as defined in the Second Lien Guaranty and the Second Lien Guarantee and Collateral Agreement, grants dated as of security interests August 24, 2007 among the Borrower, Holdings and other obligationsthe subsidiaries of the Borrower) is referred to herein as a "CREDIT SUPPORT PARTY" and collectively as the "CREDIT SUPPORT PARTIES", as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as 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 of the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Amended and Restated Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment and restatement of the Existing Credit Agreement and all other agreements effected pursuant to this Amendment. Each Loan Party 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 (including all Obligations in each caserespect of Term X-0 Xxxx Xxxxxxxxxxx, as such terms are defined in the applicable Loan DocumentXxxx X-0 Loans and Extended Maturity Revolving Credit Commitments). Each Loan Party Guarantor acknowledges and agrees that each any of the Loan 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 Amendment, the establishment of the Term B-5 Loan Facility, the effectiveness of the Term B-5 Loan Commitments, the establishment of the Extended Maturity Revolving Credit Facility, the effectiveness of the Extended Maturity Revolving Credit Commitments or any Credit Extensions made in respect thereof, including Term B-5 Loans and Extended Maturity Revolving Credit Loans. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Existing Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 Credit Parties set forth on the signature pages hereto are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as the effectiveness of this Amendment or any "CREDIT SUPPORT DOCUMENTS". Each of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, Company 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 of the Obligations. Each Loan Party Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Party of the Company and the Credit Support Parties hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Party of the Company and the Credit Support Parties acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor of the Company and the Credit Support Parties represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each of the Company and the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, each such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of any of the Company and each such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit this Agreement, the Collateral Documents to which it is a party, and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee guaranty or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “"Guarantied Obligations” under each of " and "Secured Obligations" as the Loan Documents to which it is a party case may be (in each case, case as such terms are defined in the applicable Loan Document), including without limitation the payment and performance of all such "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of Borrowers now or hereafter existing under or in respect of this Agreement. Each Loan Party acknowledges and agrees that each any of the Loan Documents entered with respect to the Original Credit Agreement and 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, except with respect to the Original Credit Agreement, to the extent expressly modified by this Agreement. Each Guarantor Loan Party (other than Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Loan Party is not required by the terms of the Original Credit Agreement or any other Loan Document to consent to the amendments to the Credit this Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to 121 require the consent of such Guarantor Loan Party to any future amendments amendments, consents or waivers to this Agreement. Each of the Loan Parties hereby, to the Amended fullest extent permitted by applicable law, acknowledges and confirms that it does not have any grounds and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to) the Original Credit Agreement., this Agreement or any of the other Loan Documents, any of the terms or conditions thereof or thereunder, or the status of any thereof as legal, valid and binding obligations enforceable in accordance with their respective terms; and it does not possess (and hereby forever waives, remises, releases, discharges and holds harmless the Lenders and the Agents, and their respective affiliates, stockholders, directors, officers, employees, attorneys, agents and representatives and each of their respective heirs, executors, administrators, successors and assigns (collectively, the "INDEMNIFIED PARTIES") from and against, and agrees not to allege or pursue) any action, cause of action, suit, debt, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (which it, all those claiming by, through or under it, or its successors or assigns, have or may have) against the Indemnified Parties, or any of them, prior to or as of the Restatement Effective Date for, upon, or by reason of, any matter, cause or thing whatsoever, arising out of, or relating to the Original Credit Agreement, this Agreement or any of the other Loan Documents (including, without limitation, any payment, performance, validity or enforceability of any or all of the terms or conditions thereof or thereunder) or any transaction relating to any of the foregoing, or any or all actions, courses of conduct or other matters in any manner whatsoever relating to or otherwise connected with any of the foregoing. 122

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject The Company is a party to certain Collateral Documents pursuant to which the terms of each Company has created Liens in favor 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 Agents on certain Collateral to secure all of the Obligations. Each Loan of the Guarantors party hereto is a party to certain Collateral Documents and the Guaranty, pursuant to which each such Guarantor has (i) guarantied the Obligations and (ii) created Liens in favor of the Administrative Agent on certain Collateral to secure the Guaranteed Obligations of such Guarantor under the Guaranty. The Guarantors party hereto are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Collateral Documents and the Guaranty are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, and the Guaranty and this Amendment and consents to the further amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee guaranty 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). Each Loan Party acknowledges and agrees that each of the Loan 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to 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 effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement.performance

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Third Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Third Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Third Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Third Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the First Lien Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Sixth Amendment and consents to the amendment of the First Lien Credit Agreement effected pursuant to this Sixth Amendment. Each Loan Party 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, case as such terms are defined in the applicable Loan Document). Each Loan Party Guarantor acknowledges and agrees that each any of the Loan 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 Sixth Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Sixth Amendment, such Guarantor is not required by the terms of the First Lien Credit Agreement or any other Loan Document to consent to the amendments to the First Lien Credit Agreement effected pursuant to this Sixth Amendment and (ii) nothing in the First Lien Credit Agreement, this Sixth Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended First Lien Credit Agreement. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in 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 Obligations under or with respect to the Loan Documents, ratifies, reaffirms and grants 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 of the Loan Parties hereby consents to this Sixth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to which it is partyherein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, and agrees thatindividually, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligationsa “Credit Support Party”), 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Pledge and Security Agreement and this Second Amendment and consents to the amendment of the Credit Agreement and the Pledge and Security Agreement effected pursuant to this Second Amendment. Each Loan Credit Support Party hereby confirms and affirms that each Loan Credit Support 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 Support Documents (in the case of the Pledge and Security Agreement, as amended by this Second Amendment) the payment and performance of all “Obligations” Obligations under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this Second Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Second Amendment, except as expressly provided in this Second Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Second Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor Credit Support Party 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 or the Pledge and Security Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, the Pledge and Security Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement or the Pledge and Security Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms Certain Subsidiaries of Company have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. The Subsidiaries of Company who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations“Credit Support Parties”, 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this First Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this AmendmentFirst Amendment and Consent. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the “Obligations” under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 AmendmentFirst Amendment and Consent. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and Consent and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentFirst Amendment and Consent, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment and Consent or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Eighth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Eighth Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Eighth Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Eighth Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Eighth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Eighth Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Eighth Amendment and (ii) nothing in the Credit Agreement, this Eighth Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the First Lien Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the First Lien Credit Agreement effected pursuant to this Amendment. Each Loan Party 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, case as such terms are defined in the applicable Loan Document). Each Loan Party Guarantor acknowledges and agrees that each any of the Loan 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the First Lien Credit Agreement or any other Loan Document to consent to the amendments to the First Lien Credit Agreement effected pursuant to this Amendment and (ii) nothing in the First Lien Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended First Lien Credit Agreement. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in 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 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 of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the First Lien Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Fifth Amendment and consents to the amendment of the First Lien Credit Agreement effected pursuant to this Fifth Amendment. Each Loan Party 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, case as such terms are defined in the applicable Loan Document). Each Loan Party Guarantor acknowledges and agrees that each any of the Loan 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 Fifth Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fifth Amendment, such Guarantor is not required by the terms of the First Lien Credit Agreement or any other Loan Document to consent to the amendments to the First Lien Credit Agreement effected pursuant to this Fifth Amendment and (ii) nothing in the First Lien Credit Agreement, this Fifth Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended First Lien Credit Agreement. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in 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 Obligations under or with respect to the Loan Documents, ratifies, reaffirms and grants 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 of the Loan Parties hereby consents to this Fifth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Fifth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Fifth Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Fifth Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Fifth Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fifth Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fifth Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Fifth Amendment and (ii) nothing in the Credit Agreement, this Fifth Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party 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, case as such terms are defined in the applicable Loan Document). Each Loan Party of the Credit Support Parties acknowledges and agrees that each of the Loan 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each of the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor it is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Support Parties to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesDomestic Subsidiary and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as 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 of the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and certain Subsidiaries of the Company has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Term Loan Party hereby confirms its pledges, grants of security interests DIP Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Term Loan Documents to which it is party, DIP Credit Agreement and agrees that, notwithstanding the effectiveness Term Loan Security Agreement. Each of this Amendment or any Holdings and certain Subsidiaries of the transactions contemplated thereby, such pledges, grants of security interests and other obligationsCompany who have guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the terms of each of the Term Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment DIP Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Term Loan DIP Credit Agreement, the Collateral Documents to which it is a party, Term Loan Security Agreement and this Amendment Agreement and consents to the amendment of the Term Loan DIP Credit Agreement and the Term Loan Security Agreement effected pursuant to this AmendmentAmendment Agreement. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Documents to which it is a party Credit Support Documents, as the case may be (in each case, case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Term Loan DIP Credit Agreement and the Term Loan Pledge and Security Agreement. Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 AmendmentAmendment Agreement. Each Guarantor The Company and each Credit Support Party acknowledges and agrees that (i) notwithstanding nothing in the conditions to effectiveness set forth in Term Loan DIP Credit Agreement, the Term Loan Pledge and Security Agreement, this Amendment, such Guarantor is not required by the terms of the Credit Amendment Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require constitute an amendment to or waiver of any Default or Event of Default, or an indication of the consent Administrative Agent's or Lender's willingness to amend or waive, any other provisions of such Guarantor to any future amendments to the Amended Credit AgreementDocuments.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Sixth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Sixth Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Sixth Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Sixth Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Sixth Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Sixth Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Sixth Amendment and (ii) nothing in the Credit Agreement, this Sixth Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 Credit Parties set forth on the signature pages hereto are collectively referred to herein as the “Credit Support Parties”, and the Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as the effectiveness of this Amendment or any “Credit Support Documents”. Each of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, Company 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 of the Obligations. Each Loan Party Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Party of the Company and the Credit Support Parties hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Party of the Company and the Credit Support Parties acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor of the Company and the Credit Support Parties represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each of the Company and the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, each such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of any of the Company and each such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesThe Company Guaranty, grants of security interests Subsidiary Guaranty and other obligationsCollateral Documents to which each Subsidiary Guarantor and Borrowers, as applicable, under and subject are party are herein referred to collectively as 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 of the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this AmendmentWaiver. Each Loan Party hereby confirms that each Loan Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee guaranty or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “"Guarantied Obligations” under each of " and "Secured Obligations" as the Loan Documents to which it is a party case may be (in each case, case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 AmendmentWaiver. Each Guarantor Credit Support Party (other than Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentWaiver, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment Waiver and (ii) nothing in the Credit Agreement, this Amendment Waiver or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments consents or waivers to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants Holdings and certain Subsidiaries of security interests Holdings have (i) guaranteed the Obligations and other obligations, as applicable, (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under the Credit Agreement and the Collateral Documents subject to the terms of each and provisions 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 of the ObligationsCredit Agreement. Each Loan Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Fourth Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this Fourth Amendment. Each Loan Credit Party 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” Obligations under each of the Loan Documents to which it is a party Documents, as the case may be (in each case, case as such terms are defined in the applicable Loan Document), including without limitation the payment and performance of all such Obligations under each of the Loan Documents, as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Loan Credit Party acknowledges and agrees that each any of the Loan 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 Fourth Amendment, in each case except as amended or waived pursuant hereto. Each Guarantor Credit Party represents and warrants that all representations and warranties made by such Credit Party contained in the Credit Agreement, this Fourth Amendment and the other Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, such Guarantor Credit Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Fourth Amendment and (ii) nothing in the Credit Agreement, this Fourth Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and certain Subsidiaries of the Company has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Term Loan Party hereby confirms its pledges, grants of security interests DIP Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Term Loan Documents to which it is party, DIP Credit Agreement and agrees that, notwithstanding the effectiveness Collateral Documents. Each of this Amendment or any Holdings and certain Subsidiaries of the transactions contemplated thereby, such pledges, grants of security interests and other obligationsCompany who have guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the terms of each of the Term Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment DIP Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Term Loan DIP Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment and waiver of the Term Loan DIP Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Documents to which it is a party Credit Support Documents, as the case may be (in each case, case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Term Loan DIP Credit Agreement and the Collateral Documents. Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor The Company and each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentthat, 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 effected pursuant to this Amendment and (ii) except as expressly provided herein, nothing in the Term Loan DIP Credit Agreement, the Pledge and Security Agreement, this Amendment or any other Loan Credit Document shall be deemed to require constitute an amendment to or waiver of any Default or Event of Default, or an indication of the consent Administrative Agent's or Lender's willingness to amend or waive, any other provisions of such Guarantor to any future amendments to the Amended Credit AgreementDocuments.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 First Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor Credit Support Party 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 effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants of security interests Company and other obligations, the Guarantors have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under this Agreement and the Collateral Documents. Each of Company and the Guarantors are collectively referred to herein 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“Credit Support Parties”, and the terms of each of Collateral Documents are collectively referred to herein as 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 of the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, and this Amendment Agreement and consents to the amendment of the Existing Credit Agreement effected pursuant to this AmendmentAgreement. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under this Agreement and each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under this Agreement and each of the Credit Support Documents, as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Existing Credit Agreement, as amended hereby and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to, all Collateral as collateral security for the prompt payment and performance in full when due of the “Obligations” under this Agreement and each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 AmendmentAgreement. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in this Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Guarantor Credit Support Party is not required by the terms of the Existing Credit Agreement or any other Loan Credit Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment Agreement and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit this Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 Company and the Guarantors have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to which it is party, secure their obligations under the Credit Agreement and agrees that, notwithstanding the effectiveness of this Amendment or any Collateral Documents. Each of the transactions contemplated thereby, such pledges, grants of security interests Company and other obligationsthe Guarantors are collectively referred to herein as the “Credit Support Parties”, 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement, as amended hereby and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the “Obligations” under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Second Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Second Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants Holdings and certain Subsidiaries of security interests Holdings have (i) guaranteed the Obligations and other obligations, as applicable, (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under the Credit Agreement and the Collateral Documents subject to the terms of each and provisions 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 of the ObligationsCredit Agreement. Each Loan Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Second Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this Second Amendment. Each Loan Credit Party 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 Documents, as the case may be (in each case, case as such terms are defined in the applicable Loan Document), including without limitation the payment and performance of all such "Obligations" under each of the Loan Documents, as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Loan Credit Party acknowledges and agrees that each any of the Loan 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 Second Amendment. Each Guarantor acknowledges Credit Party represents and agrees warrants that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, all representations and warranties made by 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 effected pursuant to this Amendment and (ii) nothing Party contained in the Credit Agreement, this Second Amendment or any and the other Loan Document shall be deemed Documents to require which it is a party or otherwise bound are true and correct in all material respects on and as of the consent Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such Guarantor to any future amendments to the Amended Credit Agreementearlier date.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and certain Subsidiaries of the Company has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Revolving DIP Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents to which it is party, Revolving DIP Credit Agreement and agrees that, notwithstanding the effectiveness Collateral Documents. Each of this Amendment or any Holdings and certain Subsidiaries of the transactions contemplated thereby, such pledges, grants of security interests and other obligationsCompany who have guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", 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 Revolving DIP Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Revolving DIP Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment and waiver of the Revolving DIP Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Documents to which it is a party Credit Support Documents, as the case may be (in each case, case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Revolving DIP Credit Agreement and the Collateral Documents. Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor The Company and each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentthat, 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 effected pursuant to this Amendment and (ii) except as expressly provided herein, nothing in the Revolving DIP Credit Agreement, the Pledge and Security Agreement, this Amendment or any other Loan Credit Document shall be deemed to require constitute an amendment to or waiver of any Default or Event of Default, or an indication of the consent Administrative Agent's or Lender's willingness to amend or waive, any other provisions of such Guarantor to any future amendments to the Amended Credit AgreementDocuments.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms Certain Subsidiaries of Company have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. The Subsidiaries of Company who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations“Credit Support Parties”, 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this First Amendment and Consent and consents to the amendment of the Credit Agreement and consents effected pursuant to this AmendmentFirst Amendment and Consent. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the “Obligations” under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 AmendmentFirst Amendment and Consent. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and Consent and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentFirst Amendment and Consent, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and Consent and (ii) nothing in the Credit Agreement, this First Amendment and Consent or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesEACH OBLIGOR HEREBY ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT AND THIS AGREEMENT AND CONSENTS TO THE AMENDMENT OF THE LOAN AGREEMENT EFFECTED PURSUANT TO THIS AGREEMENT. EACH OBLIGOR 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, grants of security interests and other obligationsAS THE CASE MAY BE, 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 of the Obligations. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Party 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 TO THE FULLEST EXTENT POSSIBLE IN ACCORDANCE WITH THE LOAN DOCUMENTS THE PAYMENT AND PERFORMANCE OF ALL “ObligationsOBLIGATIONS” under each of the Loan Documents to which it is a party UNDER EACH OF THE LOAN DOCUMENTS TO WHICH IS A PARTY (in each case, as such terms are defined in the applicable Loan DocumentIN EACH CASE AS SUCH TERMS ARE DEFINED IN THE APPLICABLE LOAN DOCUMENT). Each Loan Party Obligor acknowledges and agrees that each of the Loan 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 AmendmentAgreement. Each Guarantor acknowledges Obligor represents and agrees warrants that (i) notwithstanding all representations and warranties contained in the conditions Amended Agreement and the Loan Documents to effectiveness set forth which it is a party or otherwise bound are true and correct in this Amendment, such Guarantor is not required by the terms all material respects on and as of the Credit Agreement or any other Loan Document to consent First Amendment Effective Date to the amendments same extent as though made on and as of that date, except to the Credit Agreement effected pursuant extent such representations and warranties specifically relate to this Amendment an earlier date, in which case they were true and (ii) nothing correct in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent all material respects on and as of such Guarantor to any future amendments to the Amended Credit Agreementearlier date.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to which it is partyherein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, and agrees thatindividually, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligationsa “Credit Support Party”), 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Loan Credit Support Party hereby confirms and affirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” Obligations under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 First Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor Credit Support Party 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 effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 Credit Parties set forth on the signature pages hereto are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as the effectiveness of this Amendment or any "CREDIT SUPPORT DOCUMENTS". Each of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, Company 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 of the Obligations. Each Loan Party Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Party of the Company and the Credit Support Parties hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Party of the Company and the Credit Support Parties acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor of the Company and the Credit Support Parties represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each of the Company and the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, each such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of any of the Company and each such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendmentmodifications contained herein. Each Loan Credit Party hereby confirms 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 Documents Credit Documents, the payment and performance of all “Obligations” under each of the Loan Credit Documents to which it is a party (in each case, as such terms are defined in the applicable Loan Credit Document), including, for the avoidance of doubt, the 2020 Incremental Term Loans. Each Loan Credit Party hereby acknowledges and agrees that each any of the Loan Credit 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 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 Credit Party (other than the Administrative Borrower) hereby acknowledges and agrees that that, without limiting the reaffirmation and acknowledgement by such Credit Party under Sections VI and VII.A of this Amendment, (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Person 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 effected pursuant to this Amendment Amendment, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Person to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants Holdings and certain Subsidiaries of security interests Holdings have (i) guaranteed the Obligations and other obligations, as applicable, (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under the Credit Agreement and the Collateral Documents subject to the terms of each and provisions 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 of the ObligationsCredit Agreement. Each Loan Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Third Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this Third Amendment. Each Loan Credit Party 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” Obligations under each of the Loan Documents to which it is a party Documents, as the case may be (in each case, case as such terms are defined in the applicable Loan Document), including without limitation the payment and performance of all such Obligations under each of the Loan Documents, as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Loan Credit Party acknowledges and agrees that each any of the Loan 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 Third Amendment. Each Guarantor Credit Party represents and warrants that all representations and warranties made by such Credit Party contained in the Credit Agreement, this Third Amendment and the other Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Guarantor Credit Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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, Subsidiary Guarantor and the terms of Specified Designated Borrower 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 of the Obligations. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Restated Loan Documents to which it is a party, and this Amendment Agreement and consents to the amendment and restatement of the Credit Agreement Existing Loan Documents effected pursuant to this AmendmentAgreement and the Restated Loan Documents and the transactions contemplated thereby (including the making of the Additional Term Loans by the Additional Term Lenders) and acknowledges and agrees that the Additional Term Lenders (and any permitted assignees thereof) are each a “Lender” and a “Secured Party” for all purposes of the Loan Documents. Each Loan Party and the Specified Designated Borrower each hereby confirms that each Loan Document to which it is a party or otherwise bound and all of its Collateral encumbered thereby will continue to guarantee or secure, as the case may be, and confirms its grant of any applicable security interest in the Collateral to secure, to the fullest extent possible in accordance with the Loan Documents Documents, the payment and performance of all “Obligations” and “Secured 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 DocumentDocument (as amended hereby and by the Restated Loan Documents)). Each The Company and each other Loan Party acknowledges acknowledge and agrees agree that each any of the Loan Documents to which it is a party or otherwise bound (other than the Existing Loan Documents, which shall be amended and restated in their entirety by the Restated Loan Documents) 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 and the Restated Loan Documents. Each Subsidiary Guarantor and the Specified Designated Borrower acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Subsidiary Guarantor or the Specified Designated Borrower is not required by the terms of the Credit Agreement BOI- 39223v79 Restated Loan Documents or any other Loan Document to consent to the amendments to the Credit Agreement Restated Loan Documents effected pursuant to this Amendment Agreement and (ii) nothing in the Credit AgreementRestated Loan Documents, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Subsidiary Guarantor or the Specified Designated Borrower, as the case may be, to any future amendments to the Amended Second Restated Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations“Credit Support Parties”, 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Seventh Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Seventh Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the “Obligations” under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Seventh Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Seventh Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Seventh Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Seventh Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Seventh Amendment and (ii) nothing in the Credit Agreement, this Seventh Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations"Credit Support Parties", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"Credit Support Documents". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Second Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Second Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its pledges, grants of security interests obligations under the Credit Agreement and other obligations, as applicable, under and the Collateral Documents subject to the terms of each and provisions of the Loan Documents Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations are collectively referred to which it is party, and agrees that, notwithstanding herein as the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations"CREDIT SUPPORT PARTIES", 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 Credit Agreement and the transactions contemplated hereby, Collateral Documents are not impaired or affected in any manner whatsoever and shall continue collectively referred to be in full force and effect and shall continue to secure all of herein as the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " under each of the Loan Credit Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (in each casewhether at stated maturity, as such terms are defined in the applicable Loan Documentby acceleration or otherwise). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Second Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Second Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor Credit Support Party 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 effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesGuarantor is referred to herein as a "CREDIT SUPPORT PARTY" and collectively as the "CREDIT SUPPORT PARTIES", 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 they are a party are collectively referred to herein as 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 of the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " (and, if applicable, all "Secured Obligations" or "Loan Document Obligations") under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 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 of the Obligations. Each Loan Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Restated Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this AmendmentAmendment and the Restated Credit Agreement and the transactions contemplated thereby (including the New Term Loans made by the New Term Loan Lender) and acknowledges and agrees that the New Term Loan Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Credit Documents to which such Guarantor is a party. Each Loan Party Borrower and each Guarantor hereby confirms confirm that each Loan Credit Document (in each case, as such Credit Document may have been amended in connection herewith as contemplated by the Restated Credit Agreement) 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 (in each case, as such Credit Document may have been amended in connection herewith as contemplated by the Restated Credit Agreement) the payment and performance of all “Obligations” under each of the Loan Credit Documents (in each case, as such Credit Document may have been amended in connection herewith as contemplated by the Restated Credit Agreement) to which it is a party (in each case as such term is defined in the applicable Credit Document (as amended hereby)). Each Borrower and each Guarantor acknowledge and agree that any of the Credit Documents (in each case, as such terms are defined Credit Document may have been amended in connection herewith as contemplated by the applicable Loan Document). Each Loan Party acknowledges and agrees that each of the Loan Documents Restated Credit Agreement) to which it is a party or otherwise bound (other than the Existing Credit Agreement, which shall be amended and restated in its entirety by the Restated Credit Agreement) 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 and the Restated Credit Agreement. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Loan Credit Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Restated Credit Agreement, this Amendment or any other Loan Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Restated Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesDomestic Subsidiary listed on the signature pages hereto are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Credit Documents to which it is party, and agrees that, notwithstanding they are a party are collectively referred to herein as 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 of the Obligations“Credit Support Documents”. Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “Obligations” under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledgesGuarantor is referred to herein as a "CREDIT SUPPORT PARTY" and collectively as the "CREDIT SUPPORT PARTIES", 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 they are a party are collectively referred to herein as 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 of the Obligations"CREDIT SUPPORT DOCUMENTS". Each Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Loan Credit Support Party hereby confirms that each Loan Credit Support 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 Support Documents the payment and performance of all “"Obligations” " (and, if applicable, all "Secured Obligations" or "Loan Document Obligations") under each of the Loan Credit Support Documents to which it is a party (in each case, case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Credit Support Party acknowledges and agrees that each any of the Loan Credit Support 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Support Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Credit Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants Holdings and certain Subsidiaries of security interests Holdings have (i) guaranteed the Obligations and other obligations, as applicable, (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under the Credit Agreement and the Collateral Documents subject to the terms of each and provisions 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 of the ObligationsCredit Agreement. Each Loan Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Documents to which it is a party, Agreement and this First Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this First Amendment. Each Loan Credit Party 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 Documents, as the case may be (in each case, case as such terms are defined in the applicable Loan Document), including without limitation the payment and performance of all such "Obligations" under each of the Loan Documents, as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Loan Credit Party acknowledges and agrees that each any of the Loan 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 First Amendment. Each Guarantor Credit Party represents and warrants that all representations and warranties made by such Credit Party contained in the Credit Agreement, this First Amendment and the other Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Credit Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor Credit Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor Credit Party to any future amendments to the Amended Credit Agreement.