Common use of Additional Agreements and Acknowledgements Clause in Contracts

Additional Agreements and Acknowledgements. (a) By execution and delivery of this Agreement, Borrower hereby acknowledges, confirms and reaffirms that the full amount of the Indebtedness and its obligations in respect thereof are currently due and payable and Borrower has no claim, defense, setoff or counterclaim against the Lender or any of its officers, directors, employees, affiliates, agents or attorneys with respect to such amounts. In addition, Borrower hereby acknowledges that the Loan Documents are in full force and effect and there are no oral agreements or understandings that modify or alter the terms thereof. Nothing contained in this Agreement shall constitute a waiver of, or affect the enforceability of, any other Document. Borrower hereby expressly waives any right to notice of sale or any right to a public sale under the Uniform Commercial Code, as in effect in New York. (b) Lender reserves any and all rights and remedies it may have against the Borrower and any and all Collateral provided by the Loan Documents or hereby. Nothing contained in this Agreement shall constitute a limitation upon or waiver of such rights and remedies available to Lender under the terms of the Loan Documents nor shall anything contained herein absolve the Borrower from any liability arising pursuant to the terms of the Loan Documents and the Note, as amended pursuant to this Agreement and the Amended Note from and after the Foreclosure date. (c) Borrower agrees to pay on demand all reasonable fees and expenses incurred by Lender (including, without limitation, the fees and disbursements of counsel) in connection with the Indebtedness, the preparation, execution, delivery, enforcement, maintenance, and amendment of this Agreement and the documents and instruments referred to herein, including, without limitation, the fees and expenses incurred by Lender (including, without limitation, the reasonable fees and disbursements of counsel) in connection with any waiver or consent to the Loan Documents, and in connection with any restructuring of the Loan Documents, and enforcement thereof and collection and credit administration thereunder.

Additional Agreements and Acknowledgements. You acknowledge and understand that a Company Stockholder who does not vote in favor of the Merger may, under certain circumstances, exercise dissenter’s rights under Section 262 of the Delaware General Corporation Law (“DGCL”) by following procedures prescribed under such Section. By executing this Exchange Form, you affirmatively agree not to exercise any and all appraisal or dissenters rights that you may have (whether under Section 262 of the DGCL or otherwise) or could potentially have or acquire in connection with the Merger. You acknowledge that the Company, Buyer and the Merger Subsidiaries will rely, and are entitled to rely, on (a) By the truth and accuracy of your representations and warranties set forth herein and (b) your agreement to perform your obligations as set forth herein. Buyer is an express third party beneficiary of your representations, warranties, covenants and agreements set forth herein. You confirm that you have had the opportunity to ask representatives of the Company questions with regard to all the agreements, consents and other provisions in this Exchange Form. You also confirm that you have had a reasonable time and opportunity to consult with your financial, legal, tax and other advisors, if desired, before signing this Exchange Form. You hereby agree that, except as may be requested by Buyer, you will not revoke or rescind any written consent you may have given or may in the future give relating to approval of the Merger and the Merger Agreement or any resolution contained therein and further agree not to vote in favor or adopt any resolutions rescinding or revoking any such consent or any resolution contained therein or otherwise precluding or rescinding approval of the Merger or the adoption of the Merger Agreement. If applicable, and if required by the applicable Laws of a community property state, concurrently with the execution and delivery of this AgreementExchange Form, Borrower hereby acknowledges, confirms you are delivering to Buyer and reaffirms that the full amount Exchange and Paying Agent an executed copy of the Indebtedness Spousal Consent attached hereto. 7. Defined Terms. Capitalized terms used and its obligations not otherwise defined in respect thereof are currently due this Exchange Form shall have the meanings given to them in the Merger Agreement. . SPOUSAL CONSENT I , spouse of , have read and payable approve the foregoing Exchange Form (the “Exchange Form”), the written consent of the Company Stockholder referred to therein (the “Consent”) and Borrower has no claimthe form of release referred to therein (the “Release”). In consideration of the terms and conditions as set forth in the Exchange Form and the matters set forth in the Consent, defense, setoff or counterclaim against the Lender or any of its officers, directors, employees, affiliates, agents or attorneys I hereby appoint my spouse as my attorney-in-fact with respect to such amounts. In addition, Borrower hereby acknowledges that the Loan Documents are in full force exercise of any rights and effect and there are no oral agreements or understandings that modify or alter the terms thereof. Nothing contained in this Agreement shall constitute a waiver of, or affect the enforceability of, performance of any other Document. Borrower hereby expressly waives any right to notice of sale or any right to a public sale obligations under the Uniform Commercial Code, as in effect in New York. (b) Lender reserves any and all rights and remedies it may have against the Borrower and any and all Collateral provided by the Loan Documents or hereby. Nothing contained in this Agreement shall constitute a limitation upon or waiver of such rights and remedies available to Lender under the terms of the Loan Documents nor shall anything contained herein absolve the Borrower from any liability arising pursuant to the terms of the Loan Documents Exchange Form and the Note, as amended pursuant to this Agreement and the Amended Note from and after the Foreclosure date. (c) Borrower agrees to pay on demand all reasonable fees and expenses incurred by Lender Consent (including, without limitation, the fees execution and disbursements delivery of counsel) in connection with the IndebtednessRelease), and agree to be bound by the provisions of the Exchange Form, the preparation, execution, delivery, enforcement, maintenance, and amendment of this Agreement Consent and the documents and instruments referred to herein, including, without limitation, Release insofar as I may have any rights or obligations in the fees and expenses incurred by Lender (including, without limitation, Exchange Form or in the reasonable fees and disbursements of counsel) in connection with any waiver or consent to Consent under the Loan Documents, and in connection with any restructuring community property laws of the Loan DocumentsState of California or similar laws relating to marital or community property in effect in the state of our residence as of the date of the Exchange Form or the Consent or the Release. Date: , 2018 Signature of Spouse Printed Name of Spouse Form of Support and enforcement thereof and collection and credit administration thereunder.Joinder Agreement

Additional Agreements and Acknowledgements. (a) By execution Equityholder confirms that Equityholder has had a reasonable time and delivery of opportunity to consult with his or its financial, legal, tax and other advisors, if desired, before signing this AgreementRelease and Joinder. Additionally, Borrower hereby acknowledges, Equityholder confirms that he or it has received and reaffirms that had a reasonable opportunity to review and understand the full amount of Merger Agreement and the Indebtedness applicable exhibits accompanying this Release and its obligations in respect thereof are currently due and payable and Borrower has no claim, defense, setoff or counterclaim against the Lender or any of its officers, directors, employees, affiliates, agents or attorneys with respect to such amounts. In addition, Borrower hereby acknowledges that the Loan Documents are in full force and effect and there are no oral agreements or understandings that modify or alter the terms thereof. Nothing contained in this Agreement shall constitute a waiver of, or affect the enforceability of, any other Document. Borrower hereby expressly waives any right to notice of sale or any right to a public sale under the Uniform Commercial Code, as in effect in New YorkJoinder. (b) Lender reserves any Equityholder represents and warrants that he or it has all rights necessary power and remedies it may have against the Borrower authority to execute and any deliver this Release and all Collateral provided by the Loan Documents Joinder, and to carry out his or hereby. Nothing contained its respective obligations hereunder and that this Release and Joinder is a legal, valid and binding obligation of Equityholder enforceable in this Agreement shall constitute a limitation upon or waiver of such rights and remedies available to Lender under the terms of the Loan Documents nor shall anything contained herein absolve the Borrower from any liability arising pursuant to the terms of the Loan Documents and the Note, as amended pursuant to this Agreement and the Amended Note from and after the Foreclosure dateaccordance with its terms. (c) Borrower agrees to pay on demand This Release and Joinder shall be construed in accordance with, and governed in all reasonable fees and expenses incurred by Lender (includingrespects by, the internal laws of the State of Delaware, without limitationregard to the conflict of law provisions thereof. (d) This Release and Joinder shall be binding upon and inure to the benefit of each of the parties hereto and its successors and assigns (if any); provided, however, that Equityholder shall not assign this Release and Joinder or any rights or obligations hereunder (by operation of law or otherwise) to any Person without Parent’s prior written consent. (e) The Company, the fees Surviving Entity, Parent and disbursements the Securityholder Representative are intended third party beneficiaries of counselthis Release and Joinder. (f) in connection with Equityholder acknowledges that (i) this Release and Joinder is a material inducement for Parent, Acquisition Sub and the IndebtednessSecurityholder Representative to execute and deliver the Merger Agreement, and (ii) Parent, Acquisition Sub and the preparation, Securityholder Representative are relying on Equityholder’s execution, delivery, enforcement, maintenance, delivery and amendment performance of this Release and Joinder and Equityholder’s agreement to be bound by the terms hereof. (g) If any provision of this Release and Joinder is held to be unenforceable for any reason, such provision and all other related provisions shall be modified rather than voided if possible, in order to achieve the intent of the parties to the Merger Agreement to the extent possible. In any event, all other unrelated provisions of this Release and Joinder shall be deemed valid and enforceable to the full extent. (h) This Release and Joinder shall become effective on the Closing Date. (i) This Release and Joinder may be executed in any number of counterparts (including facsimile or electronic copy counterparts), each of which shall constitute an original and all of which together shall constitute one and the documents same instrument. (j) Any amendment to this Release and instruments referred to herein, including, without limitation, Joinder shall require the fees consent of Parent and expenses incurred by Lender (including, without limitation, the reasonable fees and disbursements of counsel) in connection with any waiver or consent to the Loan Documents, and in connection with any restructuring of the Loan Documents, and enforcement thereof and collection and credit administration thereunderSecurityholder Representative.

Additional Agreements and Acknowledgements. (a) By execution The Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of each Lender who consented to this Agreement by executing and delivery of this Agreementdelivering to the Administrative Agent a signature page hereto prior to the Amendment No. 8 Effective Date, Borrower hereby acknowledges, confirms and reaffirms that the full amount an amendment fee equal to 30 basis points (0.30%) of the Indebtedness and its obligations portion of the Revolving Credit Facility held by such Lender as of the Amendment No. 8 Effective Date of payable in respect thereof are currently due and payable and Borrower has no claim, defense, setoff or counterclaim against immediately available funds upon the Lender or any of its officers, directors, employees, affiliates, agents or attorneys with respect to such amountsAmendment No. In addition, Borrower hereby acknowledges that 8 Effective Date (the Loan Documents are in full force and effect and there are no oral agreements or understandings that modify or alter the terms thereof. Nothing contained in this Agreement shall constitute a waiver of, or affect the enforceability of, any other Document. Borrower hereby expressly waives any right to notice of sale or any right to a public sale under the Uniform Commercial Code, as in effect in New York“Amendment Fees”). (b) Lender reserves any Pursuant to Section 10.01 of the Credit Agreement, the Required Lenders approve and all rights and remedies it may have against consent to the Borrower and any and all Collateral provided by the Loan Documents or hereby. Nothing contained in this Administrative Agent entering into a mechanical amendment to the Credit Agreement shall constitute a limitation upon or waiver for the purpose of such rights and remedies available to Lender (i) permitting an additional term loan facility under the terms of the Loan Documents nor shall anything contained herein absolve the Borrower from any liability arising pursuant to the terms of the Loan Documents and the Note, as amended pursuant to this Credit Agreement and the Amended Note extension of credit and related obligations and liabilities arising from time to time thereunder on a subordinated basis to the Revolving Credit Facility and after (ii) setting forth the Foreclosure datelenders with respect to such term loan facility to participate in required votes or actions, which rights shall not adversely impact any other Lender’s ability to participate in any vote or action, in each case, with respect to the Tranche A Last Out Facility Commitment Letter and in accordance with the terms and conditions set forth in Exhibit B hereto. The Borrower and the Administrative Agent agree to negotiate in good faith such an amendment. (c) Borrower agrees to pay on demand all reasonable fees and expenses incurred by Lender (including, without limitationThe Borrower, the fees Agent, and disbursements the Required Lenders reaffirm their agreement to negotiate in good faith modifications to (i) clause (e) of counselSection 7.03 (Investments) to limit the amount of Investments made by any Loan Party in connection any Foreign Subsidiary and (ii) clause (h) of Section 7.04 (Asset Sales), clause (b) of Section 7.05 (Restricted Payments), and clauses (a) and (b) of Section 7.06 (Fundamental Changes) to limit certain transactions with Foreign Security Providers. The Borrower reaffirms that the Borrower shall not, and shall cause its Subsidiaries not to, engage in any transactions with respect to its Foreign Subsidiaries outside of the ordinary course of business or outside of past practice prior to the effectiveness of such modifications, except as may be explicitly required by the Credit Agreement (as amended hereby). (d) The Borrower and the other Loan Parties each acknowledge and agree that the breach or failure to comply in any respect with the Indebtedness, the preparation, execution, delivery, enforcement, maintenance, terms and amendment conditions of this Agreement and the documents and instruments referred to herein, including, without limitation, the fees and expenses incurred by Lender (including, without limitation, the reasonable fees and disbursements Section 2 shall constitute an immediate Event of counsel) in connection with any waiver or consent to the Loan Documents, and in connection with any restructuring Default under Section 8.01 of the Loan Documents, and enforcement thereof and collection and credit administration thereunderCredit Agreement.

Additional Agreements and Acknowledgements. You acknowledge and understand that a Company Stockholder who does not vote in favor of the Merger may, under certain circumstances, exercise dissenter’s rights under Section 262 of the Delaware General Corporation Law (“DGCL”) by following procedures prescribed under such Section. By executing this Letter of Transmittal, you affirmatively agree not to exercise any statutory rights of appraisal or any dissenters’ rights that you may have (whether under Section 262 of the DGCL or otherwise) or could potentially have or acquire in connection with the Merger. You acknowledge that the Company, Buyer and Transitory Subsidiary will rely, and are entitled to rely, on (a) By the truth and accuracy of your representations and warranties set forth herein and (b) your agreement to perform your obligations as set forth herein. Buyer is an express third party beneficiary of your representations, warranties, covenants and agreements set forth herein. You confirm that you have had the opportunity to ask representatives of the Company questions with regard to all the agreements, consents and other provisions in this Letter of Transmittal. You also confirm that you have had a reasonable time and opportunity to consult with your financial, legal, tax and other advisors, if desired, before signing this Letter of Transmittal. You hereby agree that all confidential and non-public information of the Company obtained by you before or after the Effective Time, and including all confidential and non-public information provided to you by the Company Equityholder Representative, as well as the terms of this Letter of Transmittal, the Merger Agreement and the transactions contemplated thereby, shall not be disclosed by you to any third party; provided, however, that: (a) you may disclose such information or terms if required to do so by applicable Law (provided that you, to the extent legally permitted, promptly notify Buyer and the Company Equityholder Representative in advance of disclosing such information); (b) you may disclose such information to a Governmental Entity of competent jurisdiction or arbitrator of competent jurisdiction in connection with any dispute or proceeding relating to this Letter of Transmittal, the Merger Agreement or any of the transactions contemplated thereby; (c) if you are an investment fund, you may disclose the terms of this Letter of Transmittal and the Merger Agreement, the return on your investment, and other summary terms of the Merger to your current investors or prospective investors and, as applicable, to your limited partners to the extent permitted under Section 2.8(f) of the Merger Agreement; (d) following any public announcement of the acquisition of the Company by Buyer, you may disclose the terms of the Merger Agreement that are disclosed by Buyer in such public announcement or any subsequent public filing; (e) you may disclose such information or terms to the extent they become generally available to the public other than by virtue of a breach of this provision by you or your Affiliates; and (f) you may disclose such information or terms to your professional advisers and, if you are not a natural person, to your Affiliates and your and their partners, members, managers members, directors, officers, employees and representatives, in each case, who: (i) need to know such information; and (ii) agree to keep it confidential and are subject to confidentiality obligations no less restrictive than those contained in this Letter of Transmittal. You shall be responsible for any breach of this paragraph by any of the foregoing persons as if such person were a party hereto. You hereby agree that, except as may be requested by Buyer, you will not revoke or rescind any written consent you may have given or may in the future give relating to approval of the Merger and the Merger Agreement or any resolution contained therein and further agree not to vote in favor or adopt any resolutions rescinding or revoking any such consent or any resolution contained therein or otherwise precluding or rescinding approval of the Merger or the adoption of the Merger Agreement. If applicable, and if required by the applicable Laws of a community property state, concurrently with the execution and delivery of this AgreementLetter of Transmittal, Borrower hereby acknowledges, confirms you are delivering to Buyer and reaffirms that the full amount Exchange Agent an executed copy of the Indebtedness and its obligations in respect thereof are currently due and payable and Borrower has no claim, defense, setoff or counterclaim against the Lender or any of its officers, directors, employees, affiliates, agents or attorneys with respect to such amounts. In addition, Borrower hereby acknowledges that the Loan Documents are in full force and effect and there are no oral agreements or understandings that modify or alter the terms thereof. Nothing contained in this Agreement shall constitute a waiver of, or affect the enforceability of, any other Document. Borrower hereby expressly waives any right to notice of sale or any right to a public sale under the Uniform Commercial Code, as in effect in New YorkSpousal Consent attached hereto. (b) Lender reserves any and all rights and remedies it may have against the Borrower and any and all Collateral provided by the Loan Documents or hereby. Nothing contained in this Agreement shall constitute a limitation upon or waiver of such rights and remedies available to Lender under the terms of the Loan Documents nor shall anything contained herein absolve the Borrower from any liability arising pursuant to the terms of the Loan Documents and the Note, as amended pursuant to this Agreement and the Amended Note from and after the Foreclosure date. (c) Borrower agrees to pay on demand all reasonable fees and expenses incurred by Lender (including, without limitation, the fees and disbursements of counsel) in connection with the Indebtedness, the preparation, execution, delivery, enforcement, maintenance, and amendment of this Agreement and the documents and instruments referred to herein, including, without limitation, the fees and expenses incurred by Lender (including, without limitation, the reasonable fees and disbursements of counsel) in connection with any waiver or consent to the Loan Documents, and in connection with any restructuring of the Loan Documents, and enforcement thereof and collection and credit administration thereunder.