Common use of Acknowledgment of Prior Obligations and Continuation Thereof Clause in Contracts

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement; (b) acknowledges and agrees that (i) the “Obligations” (as defined in the Existing Credit Agreement) are owing to the Secured Parties (as defined in the Existing Credit Agreement), (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) in its properties and assets, under each “Loan Document” as defined in the Existing Credit Agreement (the “Original Loan Documents”) to which it is a party shall be in respect of the Obligations of such Person under this Agreement and the other Loan Documents; (c) reaffirms (i) all of the Obligations (as defined in the Existing Credit Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement), and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) under each Original Loan Document and each Loan Document; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower hereby confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement immediately prior to the Closing Date shall, to the extent not paid on the Closing Date, from and after the Closing Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents.

Acknowledgment of Prior Obligations and Continuation Thereof. The Each Borrower (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement; (b) acknowledges and agrees that (i) the “ObligationsLoan Balance” (as defined in the Existing Credit Agreement) are Agreement owing to the Secured Parties (as defined in the Existing Credit Agreement)Lenders, and (ii) the prior grant or grants of security interests in favor of any Agent, for the benefit of the Administrative Agent or any other Secured Party (Parties, in its “Collateral” as defined in the Existing Credit Agreement) in its properties and assets, under each “Loan Document” as defined in the Existing Credit Agreement (including, without limitation, the Existing Security Agreement, the “Original Loan Documents”) ), and each Loan Document to which it is a party shall be in respect of the Obligations of such Person Loan Party under this Agreement and the other Loan Documents; (cb) reaffirms (i) all of its obligations in respect of the Obligations (“Loan Balance” as defined in the Existing Credit Agreement) Agreement owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Lenders, and (ii) all prior or concurrent grants of security interests in favor of any Agent, for the benefit of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Parties, under each Original Loan Document and each Loan Document; and (dc) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower hereby Each Loan Party confirms and agrees that all the outstanding principal, interest and fees and other “ObligationsLoan Balance” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement immediately prior to the Closing Date shall, to the extent not paid on the Closing Date, from and after the Closing Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the applicable Loan Documents.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Guarantor (a) consents to the amendment and restatement of the Existing Credit Agreement Original Guaranty by this Agreement; Guaranty, (b) acknowledges and agrees that (i) the “Obligations” its Guarantied Obligations (as defined in the Existing Credit AgreementOriginal Guaranty) are owing to Agent and the Secured Parties (as defined in the Existing Credit Agreement)Lenders, and (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Lender Group or the Bank Product Providers in its properties and assets, under each “Loan Document” as defined in the Existing Original Credit Agreement (the “Original Loan Documents”) ), and each Loan Document to which it is a party shall be in respect of the its Guarantied Obligations of such Person under this Agreement Guaranty and the other Loan Documents; (c) reaffirms (i) all of the its Guarantied Obligations (as defined in the Existing Credit AgreementOriginal Guaranty) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Lenders, and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Lender Group or the Bank Product Providers under each Original Loan Document and each Loan Document; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower hereby confirms Although Guarantor has been informed of the matters set forth herein and agrees has acknowledged and agreed to the same, it understands that all outstanding principal, interest Agent and fees and other “Obligations” (as defined the Lenders shall have no obligation to inform it of such matters in the Existing Credit Agreement) under the Existing Credit Agreement immediately prior future or to the Closing Date shall, seek its acknowledgment or agreement to the extent not paid on the Closing Date, from and after the Closing Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents future amendments or modifications except as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured expressly required by the Loan Documents, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement; (b) acknowledges and agrees that (i) its obligations owing to the “Obligations” Lenders under each of the Loan Documents (as defined in the Existing Credit Agreement) are owing to the Secured Parties (as defined in the Existing Credit Agreement), (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) in its properties and assets, under each “Loan Document” as defined in the Existing Credit Agreement (the “Original Loan Documents”) to which it is a party shall be in respect of the Obligations obligations of such Person the Borrower under this Agreement and the other Loan Documents; (c) reaffirms (i) all of its obligations owing to the Obligations Lenders under each Loan Document (as defined in the Existing Credit Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement), and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) under each Original Loan Document and each other Loan Document; and (d) agrees that, except as expressly amended hereby amended, restated or unless being amended and restated concurrently herewithmodified hereby, each of the Original Loan Documents (as defined in the Existing Credit Agreement) to which it is a party is and shall remain in full force and effect. The Borrower hereby confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Existing Credit Agreement) obligations under the Existing Credit Agreement immediately prior to the Closing Date date hereof shall, to the extent not paid on the Closing Datedate hereof, from and after the Closing Datedate hereof, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by this Agreement and the other Loan Documents.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Each of the Loan Parties (a) consents consent to the amendment and restatement of the Existing Credit Prior Facility Agreement by this Agreement (and any other “Loan Documents” (as defined in the Prior Facility Agreement, the “Prior Loan Documents”) that are being amended and restated); (b) acknowledges and agrees that (i) the there are “Obligations” (as defined in the Existing Credit Prior Facility Agreement) are owing to the Secured Parties (that will continue to be owed and owing to the Secured Parties as defined in Obligations under this Agreement and the Existing Credit other Loan Documents, including the obligations under the InitialOriginal Warrants and the Prior Registration Rights Agreement that existed immediately prior to the effectiveness of this Agreement), and (ii) the prior grant or grants of Liens or security interests in favor of any of the Administrative Agent or any the other Secured Party (as defined Parties in the Existing Credit Agreement) in its such Loan Parties’ properties and assets, under each “Prior Loan Document” as defined in Document continue to exist and will continue to exist under the Existing Credit Agreement (the “Original Loan Documents”) , and each Loan Document to which it is a party shall be in respect of the Obligations of such Person each of the Loan Parties under this Agreement and the other Loan Documents; provided, however, that such security interests or Liens shall be as modified (if applicable) pursuant to the terms of the Loan Documents applicable thereto which are entered into on the Agreement Date, if any; (c) reaffirms (i) all of the Obligations (as defined in the Existing Credit Prior Facility Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Parties, and (ii) all prior or concurrent grants of Liens or security interests in favor of any of the Administrative Agent or any other the Secured Party (as defined in the Existing Credit Agreement) Parties under each Original Prior Loan Document and each Loan Document; provided, however, that such Liens or security interests shall be as modified (if applicable) pursuant to the terms of the Loan Documents applicable thereto which are entered into on the Agreement Date, if any; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Prior Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower Each of the Loan Parties hereby confirms and agrees that all outstanding principal, interest and fees (including such accrued and unpaid principal, interest, and fees set forth in the immediately preceding sentence) and other “Obligations” (as defined in the Existing Credit Priority Facility Agreement) under the Existing Credit Prior Facility Agreement and the other Prior Loan Documents immediately prior to the Closing Agreement Date shall, to the extent not paid on the Closing Date, from and after the Closing Agreement Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents. Although each of the Loan Parties has been informed of the matters set forth herein and has acknowledged and agreed to the same, it understands that no Secured Party shall have any obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments, restatements, supplements or other modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Each of the Loan Parties (a) consents consent to the amendment and restatement of the Existing Prior Credit Agreement by this Agreement (and any other “Loan Documents” (as defined in the Prior Credit Agreement, the “Prior Loan Documents”) that are being amended and restated); (b) acknowledges and agrees that (i) the there are “Obligations” (as defined in the Existing Prior Credit Agreement, the “Existing Obligations”) are owing to the Secured Parties (that will continue to be owed and owing to the Secured Parties as defined in Obligations under this Agreement and the Existing Credit Agreement)other Loan Documents, and (ii) the prior grant or grants of Liens or security interests in favor of any of the Administrative Agent or any the other Secured Party (as defined Parties in the Existing Credit Agreement) in its such Loan Parties’ properties and assets, under each “Prior Loan Document” as defined in Document continue to exist and will continue to exist under the Existing Credit Agreement (the “Original Loan Documents”) , and each Loan Document to which it is a party shall be in respect of the Obligations of such Person each of the Loan Parties under this Agreement and the other Loan Documents; provided, however, that such security interests or Liens shall be as modified (if applicable) pursuant to the terms of the Loan Documents applicable thereto which are entered into on the Agreement Date, if any; (c) reaffirms (i) all of the Obligations (as defined in the Existing Prior Credit Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Parties, and (ii) all prior or concurrent grants of Liens or security interests in favor of any of the Administrative Agent or any other the Secured Party (as defined in the Existing Credit Agreement) Parties under each Original Prior Loan Document and each Loan Document; provided, however, that such Liens or security interests shall be as modified (if applicable) pursuant to the terms of the Loan Documents applicable thereto which are entered into on the Agreement Date, if any; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewithherewith (in which case such Prior Loan Documents to which it is a party is and shall remain in full force and effect as so amended or amended and restated), each of the Original Prior Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower Each of the Loan Parties hereby confirms and agrees that all outstanding principal, interest and fees (including such accrued and unpaid principal, interest, and fees set forth in the immediately preceding sentence) and other “Obligations” (as defined in the Existing Prior Credit Agreement) under the Existing Prior Credit Agreement and the other Prior Loan Documents immediately prior to the Closing Agreement Date shall, to the extent not paid on the Closing Date, from and after the Closing Agreement Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents. Although each of the Loan Parties has been informed of the matters set forth herein and has acknowledged and agreed to the same, it understands that no Secured Party shall have any obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments, restatements, supplements or other modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Each Loan Party (a) that is a party (i) to the BMHC Credit Agreement hereby consents to the amendment and restatement of the Existing BMHC Credit Agreement by this Agreement, (ii) to the Stock Credit Agreement hereby consents to the amendment and restatement of the Stock Credit Agreement by this Agreement, (iii) to the Stock Guaranty hereby consents to the amendment and restatement of the Stock Guaranty by this Agreement, and (iv) to the Stock ISA hereby consents to the amendment and restatement of the Stock ISA by this Agreement; (b) hereby acknowledges and agrees that (i) the “Obligations” (as defined in each of the Existing BMHC Credit Agreement and the Stock Credit Agreement) and the “Guarantied Obligations” (as defined in the Stock Guaranty) are owing to the Secured Parties (as defined in Agent, the Existing Credit Agreement)Lenders, the Issuing Lender, and the Bank Product Providers, and (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent Agent, the Lenders, the Issuing Lenders, or any other Secured Party (as defined in the Existing Credit Agreement) Bank Product Providers in its properties and assets, under each “Loan Document” (as defined in either the Existing BMHC Credit Agreement or the Stock Credit Agreement, respectively) (collectively, the “Original Loan Documents”) to which it is a party shall be in respect of the Obligations of such Person under this Agreement and the other Loan Documents; (c) hereby reaffirms (i) all of the Obligations (as defined in each of the Existing BMHC Credit Agreement and the Stock Credit Agreement) owing to the Administrative Agent and the other Secured Parties “Guarantied Obligations” (as defined in the Existing Credit Agreement)Stock Guaranty) owing to the Agent, the Lenders, the Issuing Lender, and the Bank Product Providers, and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent Agent, the Lenders, the Issuing Lenders, or any other Secured Party (as defined in the Existing Credit Agreement) Bank Product Providers under each Original Loan Document and each Loan Document; and (d) hereby agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower Each Loan Party hereby confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Existing BMHC Credit Agreement) under the Existing BMHC Credit Agreement immediately prior to the Closing Effective Date shall, to the extent not paid on the Closing Effective Date, from and after the Closing Effective Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents. Each Loan Party hereby confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Stock Credit Agreement) under the Stock Credit Agreement immediately prior to the Effective Date shall, to the extent not paid on the Effective Date, from and after the Effective Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to the same, it understands that the Agent and Lenders shall have no obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments or modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Each of the Loan Parties (a) consents consent to the amendment and restatement of the Existing Credit Prior Facility Agreement by this Agreement (and any other “Loan Documents” (as defined in the Prior Facility Agreement, the “Prior Loan Documents”) that are being amended and restated); (b) acknowledges and agrees that (i) the there are “Obligations” (as defined in the Existing Credit Prior Facility Agreement) are owing to the Secured Parties (that will continue to be owed and owing to the Secured Parties as defined in Obligations under this Agreement and the Existing Credit other Loan Documents, including the obligations under the Original Warrants and the Prior Registration Rights Agreement that existed immediately prior to the effectiveness of this Agreement), and (ii) the prior grant or grants of Liens or security interests in favor of any of the Administrative Agent or any the other Secured Party (as defined Parties in the Existing Credit Agreement) in its such Loan Parties’ properties and assets, under each “Prior Loan Document” as defined in Document continue to exist and will continue to exist under the Existing Credit Agreement (the “Original Loan Documents”) , and each Loan Document to which it is a party shall be in respect of the Obligations of such Person each of the Loan Parties under this Agreement and the other Loan Documents; provided, however, that such security interests or Liens shall be as modified (if applicable) pursuant to the terms of the Loan Documents applicable thereto which are entered into on the Agreement Date, if any; (c) reaffirms (i) all of the Obligations (as defined in the Existing Credit Prior Facility Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Parties, and (ii) all prior or concurrent grants of Liens or security interests in favor of any of the Administrative Agent or any other the Secured Party (as defined in the Existing Credit Agreement) Parties under each Original Prior Loan Document and each Loan Document; provided, however, that such Liens or security interests shall be as modified (if applicable) pursuant to the terms of the Loan Documents applicable thereto which are entered into on the Agreement Date, if any; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Prior Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower Each of the Loan Parties hereby confirms and agrees that all outstanding principal, interest and fees (including such accrued and unpaid principal, interest, and fees set forth in the immediately preceding sentence) and other “Obligations” (as defined in the Existing Credit Priority Facility Agreement) under the Existing Credit Prior Facility Agreement and the other Prior Loan Documents immediately prior to the Closing Agreement Date shall, to the extent not paid on the Closing Date, from and after the Closing Agreement Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents. Although each of the Loan Parties has been informed of the matters set forth herein and has acknowledged and agreed to the same, it understands that no Secured Party shall have any obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments, restatements, supplements or other modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Each Loan Party (a) consents to the amendment and restatement of the Existing Credit Original Financing Agreement by this Agreement; (b) acknowledges and agrees that (i) the “Obligations” (as defined in the Existing Credit Agreement) are its obligations owing to the Secured Parties (as defined in the Existing Credit Agreement)Agents and Lenders, and (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Agents and Lenders in its properties and assets, under each “Loan Document” as defined in the Existing Credit Original Financing Agreement (the “Original Loan Documents”) ), and each Loan Document to which it is a party shall be in respect of the Obligations obligations of such Person Loan Party under this Agreement and the other Loan Documents; (c) reaffirms (i) all of the Obligations (as defined in the Existing Credit Agreement) its obligations owing to the Administrative Agent Agents and the other Secured Parties (as defined in the Existing Credit Agreement)Lenders, and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Agents and Lenders under each Original Loan Document and Document, each Loan Document, or any instrument securing the obligations under the Original Loan Documents or the Loan Documents; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently in connection herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower hereby confirms and agrees that all outstanding principalprincipal (if any), interest (if any) and fees and other “Obligations” (as defined in the Existing Credit Agreement) obligations under the Existing Credit Original Financing Agreement immediately prior to the Closing Effective Date shall, to the extent not paid on the Closing Effective Date, from and after the Closing Effective Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by this Agreement and the other Loan Documents. Although each Loan Party has been informed of the matters set forth herein and has acknowledged and agreed to same, it understands that Agents and Lenders shall have no obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments or modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Each of Loan Parties (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement; (b) acknowledges and agrees that (i) the “Obligations” under this Agreement constitute the “Guaranteed Obligations” as defined under each Facility Guarantee executed in connection with the Existing Credit Agreement (the “Existing Guarantees”), and constitute “Obligations” as defined in the Existing Credit Agreement) are owing to the Secured Parties (as defined in the Existing Credit Agreement), Intercompany Subordination Agreement and (ii) the prior grant or grants of Liens or security interests in favor of any of the Administrative Agent or any other Secured Credit Party (as defined in the Existing Credit Agreement) in its properties and assets, under each “Loan Security Document” as defined in the Existing Credit Agreement (the “Original Loan Existing Security Documents”) to which it is a party ), shall be in respect of secure the Obligations of such Person under this Agreement and the other Loan DocumentsAgreement; (c) reaffirms (i) all of the Obligations (as defined in the Existing Credit Agreement) its obligations owing to the Administrative Agent and the other Secured Credit Parties (as defined in arising under the Existing Guarantees and Existing Security Documents to which it is a party and all of its obligations owing to the Credit Parties under the Intercompany Subordination Agreement), and (ii) all prior or concurrent grants of Liens or security interests in favor of any of the Administrative Agent or any other Secured Credit Party (as defined in the Existing Credit Agreement) under each Original Existing Security Document; provided, however, that such Liens or security interests shall be as modified (if applicable) pursuant to the terms of the Loan Document and each Loan DocumentDocuments applicable thereto which are entered into on the date hereof, if any; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Existing Guarantees and the Existing Security Documents to which it is a party is and shall remain in full force and effect. The Borrower Each Loan Party hereby confirms and agrees that all outstanding principal, interest interest, fees and other amounts (including such accrued and unpaid principal, interest, fees and other amounts set forth in the immediately preceding sentence) and other “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Existing Loan Documents immediately prior to the Closing Effective Date shall, to the extent not paid on the Closing Effective Date, from and after the Closing Effective Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, Agreement and shall be secured by the Loan Documents. Although each Loan Party has been informed of the matters set forth herein and has acknowledged and agreed to the same, it understands that no Credit Party shall have any obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments, restatements, supplements or other modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement; (b) acknowledges and agrees that (i) the “Obligations” (as defined in the Existing Credit Agreement) are owing to the Secured Parties (as defined in the Existing Credit Agreement), (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) in its properties and assets, under each “Loan Document” as defined in the Existing Credit Agreement (the “Original Loan Documents”) to which it is a party shall be in respect of the Obligations of such Person under this Agreement and the other Loan Documents; (c) reaffirms (i) all of the Obligations (as defined in the Existing Credit Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement), and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) under each Original Loan Document and each Loan Document; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower hereby confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement immediately prior to the Closing Date 2125320.12125320.11 shall, to the extent not paid on the Closing Date, from and after the Closing Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Borrower (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement; (b) acknowledges and agrees that (i) the “Obligations” its Obligations (as defined in the Existing Credit Agreement) are owing to the Secured Parties (as defined in the Existing Credit Agreement)Lender, and (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Lender in its properties and assets, under each “Loan Document” as defined in the Existing Credit Agreement (the “Original Loan Documents”) ), and each Loan Document to which it is a party shall be in respect of the Obligations of such Person Borrower, under this Agreement and the other Loan Documents; (c) reaffirms (i) all of the its Obligations (as defined in the Existing Credit Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Lender, and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Lender under each Original Loan Document and each Loan Document; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower acknowledges that, as of the Closing Date, under the Existing Credit Agreement: (i) the aggregate outstanding principal amount of the Revolving Loans is $12,986,666, (ii) the aggregate accrued but unpaid interest on such Revolving Loans is $10,556.94, (iii) the aggregate accrued but unpaid amount of the continuing Unused Commitment Fee under the Existing Credit Agreement are $1,202.32, (iv) the aggregate accrued but unpaid Letter of Credit fees under the Existing Credit Agreement are $0, and (v) Letter of Credit Usage (as defined in the Existing Credit Agreement) is $0 (in each case, prior to payment thereof, if any, by Borrower on the Closing Date). Borrower hereby confirms and agrees that all outstanding principal, interest and fees (including such accrued and unpaid principal, interest, and fees set forth in the immediately preceding sentence) and other “Obligations” Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement immediately prior to the Closing Date shall, to the extent not paid on the Closing Date, from and after the Closing Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by this Agreement and the other Loan Documents. Borrower hereby further confirms and agrees that all “Letters of Credit” as defined in the Existing Credit Agreement which are outstanding on the Closing Date under the Existing Credit Agreement shall become Letters of Credit under this Agreement. Although Borrower has been informed of the matters set forth herein and has acknowledged and agreed to the same, it understands that Lender shall have no obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments or modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Each of the Loan Parties (a) consents consent to the amendment and restatement of the Existing Credit Prior Facility Agreement by this Agreement (and any other “Loan Documents” (as defined in the Prior Facility Agreement, the “Prior Loan Documents”) that are being amended and restated); (b) acknowledges and agrees that (i) the there are “Obligations” (as defined in the Existing Credit Prior Facility Agreement) are owing to the Secured Parties (that will continue to be owed and owing to the Secured Parties as defined in Obligations under this Agreement and the Existing Credit other Loan Documents, including the obligations under the Initial Warrants and the Registration Rights Agreement that existed immediately prior to the effectiveness of this Agreement), and (ii) the prior grant or grants of Liens or security interests in favor of any of the Administrative Agent or any the other Secured Party (as defined Parties in the Existing Credit Agreement) in its such Loan Parties’ properties and assets, under each “Prior Loan Document” as defined in Document continue to exist and will continue to exist under the Existing Credit Agreement (the “Original Loan Documents”) , and each Loan Document to which it is a party shall be in respect of the Obligations of such Person each of the Loan Parties under this Agreement and the other Loan Documents; provided, however, that such security interests or Liens shall be as modified (if applicable) pursuant to the terms of the Loan Documents applicable thereto which are entered into on the Agreement Date, if any; (c) reaffirms (i) all of the Obligations (as defined in the Existing Credit Prior Facility Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Parties, and (ii) all prior or concurrent grants of Liens or security interests in favor of any of the Administrative Agent or any other the Secured Party (as defined in the Existing Credit Agreement) Parties under each Original Prior Loan Document and each Loan Document; provided, however, that such Liens or security interests shall be as modified (if applicable) pursuant to the terms of the Loan Documents applicable thereto which are entered into on the Agreement Date, if any; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Prior Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower Each of the Loan Parties hereby confirms and agrees that all outstanding principal, interest and fees (including such accrued and unpaid principal, interest, and fees set forth in the immediately preceding sentence) and other “Obligations” (as defined in the Existing Credit Priority Facility Agreement) under the Existing Credit Prior Facility Agreement and the other Prior Loan Documents immediately prior to the Closing Agreement Date shall, to the extent not paid on the Closing Date, from and after the Closing Agreement Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents. Although each of the Loan Parties has been informed of the matters set forth herein and has acknowledged and agreed to the same, it understands that no Secured Party shall have any obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments, restatements, supplements or other modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower (a) consents to the amendment and restatement of the Existing Credit Loan Agreement by this Agreement; (b) acknowledges and agrees that (i) the “Obligations” (as defined in the Existing Credit Loan Agreement) are owing to the Secured Parties (as defined in the Existing Credit Agreement)Bank, (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Bank in its properties and assets, under each “Loan Document” as defined in the Existing Credit Loan Agreement (the “Original Loan Documents”) to which it is a party shall be in respect of the Obligations of such Person under this Agreement and the other Loan Documents; (c) reaffirms (i) all of the Obligations (as defined in the Existing Credit Loan Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Bank, and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Bank under each Original Loan Document and each Loan Document; and (d) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower hereby confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Existing Credit Loan Agreement) under the Existing Credit Loan Agreement immediately prior to the Closing Effective Date shall, to the extent not paid on the Closing Effective Date, from and after the Closing Effective Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents.

Acknowledgment of Prior Obligations and Continuation Thereof. The Each Borrower hereby: (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement; (b) acknowledges and agrees that (i) the “Obligations” (as defined in the Existing Credit Agreement) are its obligations owing to Agent and the Secured Parties (as defined in the Existing Credit Agreement)Lenders, and (ii) the prior grant or grants of security interests Liens in favor of any the Agent for the benefit of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Lenders in its properties and assets, whether under each “Loan Document” as defined in the Existing Credit Agreement (the “Original Loan Documents”) or under any Other Document to which it is a party party, shall also be for the benefit of the Lenders and in respect of the Obligations of such Person under this Agreement and the other Loan DocumentsOther Documents executed in connection herewith to which it is a party; (cb) reaffirms (i) all of its obligations owing to Agent and/or the Obligations (as defined in Lenders under the Existing Credit Agreement) owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement), and (ii) all prior or concurrent grants of security interests Liens in favor of any of the Administrative Agent or any other Secured Party (as defined in under the Existing Credit Agreement) under each Original Loan Document Agreement and each Loan Other Document; and (dc) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewithin a separate amendment thereto, each of the Original Loan existing Other Documents to which it is a party is and shall remain in full force and effect. The Borrower hereby ; and (d) confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Existing Credit Agreement) Obligations under the Existing Credit Agreement outstanding immediately prior to the Closing Date shall, to the extent not paid on the Closing Date, from and after the Closing Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Other Documents as in effect from time to time, shall accrue interest thereon or otherwise be chargeable, as specified in this Agreement, and shall be secured by this Agreement and the Loan Other Documents.

Acknowledgment of Prior Obligations and Continuation Thereof. The Borrower Each Loan Party hereby (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement,; (b) hereby acknowledges and agrees that (i) the “Obligations” (as defined in the Existing Credit Agreement) are owing to the Secured Parties (as defined in Agent, the Existing Credit Agreement)Lenders, the Issuing Lender, and the Bank Product Providers, and (ii) the prior grant or grants of security interests in favor of any of the Administrative Agent Agent, the Lenders, the Issuing Lenders, or any other Secured Party (as defined in the Existing Credit Agreement) Bank Product Providers in its properties and assets, under each “Loan Document” (as defined in the Existing Credit Agreement Agreement) (collectively, the “Original Loan Documents”) to which it is a party shall be in respect of the Obligations of such Person under this Agreement and the other Loan Documents; (c) hereby reaffirms (i) all of the Obligations (as defined in the Existing Credit Agreement) owing to the Administrative Agent Agent, the Lenders, the Issuing Lender, and the other Secured Parties (as defined in the Existing Credit Agreement)Bank Product Providers, and (ii) all prior or concurrent grants of security interests in favor of any of the Administrative Agent Agent, the Lenders, the Issuing Lenders, or any other Secured Party (as defined in the Existing Credit Agreement) Bank Product Providers under each Original Loan Document and each Loan Document; and (d) hereby agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Borrower Each Loan Party hereby confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement immediately prior to the Closing Effective Date shall, to the extent not paid on the Closing Effective Date, from and after the Closing Effective Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the Loan Documents. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to the same, it understands that the Agent and Lenders shall have no obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments or modifications, and nothing herein shall create such a duty.

Acknowledgment of Prior Obligations and Continuation Thereof. The Each Borrower (a) consents to the amendment and restatement of the Existing Credit Agreement by this Agreement; (b) acknowledges and agrees that (i) the its “Obligations” (as defined in the Existing Credit Agreement) are Original Loan and Security Agreement and the Original A&R Loan and Security Agreement owing to the Secured Parties (as defined in the Existing Credit Agreement)Agent and Lenders, and (ii) the prior grant or grants of security interests in favor of any Agent, for the benefit of the Administrative Agent or any other Secured Party (Parties, in its “Collateral” as defined in the Existing Credit Original Loan and Security Agreement and Original A&R Loan and Security Agreement) in its properties and assets, under each “Loan Document” as defined in the Existing Credit Original Loan and Security Agreement and Original A&R Loan and Security Agreement (the “Original Loan Documents”) ), and each Loan Document to which it is a party shall be in respect of the Obligations of such Person Loan Party under this Agreement and the other Loan Documents; (cb) reaffirms (i) all of the Obligations (its “Obligations” as defined in the Existing Credit Agreement) Original Loan and Security Agreement and Original A&R Loan and Security Agreement owing to the Administrative Agent and the other Secured Parties (as defined in the Existing Credit Agreement)Lenders, and (ii) all prior or concurrent grants of security interests in favor of any Agent, for the benefit of the Administrative Agent or any other Secured Party (as defined in the Existing Credit Agreement) Parties, under each Original Loan Document and each Loan Document; and (dc) agrees that, except as expressly amended hereby or unless being amended and restated concurrently herewith, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. The Each Borrower hereby confirms and agrees that all outstanding principal, interest and fees and other “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Original Loan and Security Agreement and Original A&R Loan and Security Agreement immediately prior to the Closing Date shall, to the extent not paid on the Closing Date, from and after the Closing Date, be, without duplication, Obligations owing and payable pursuant to this Agreement and the other Loan Documents as in effect from time to time, shall accrue interest thereon as specified in this Agreement, and shall be secured by the applicable Loan Documents.