Common use of Affirmation of Obligations Clause in Contracts

Affirmation of Obligations. Upon the effectiveness of this Agreement pursuant to Section 2.1 hereof, from and after the Closing Date: (a) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Credit Parties, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as increased, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent (as defined therein) under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date.

Affirmation of Obligations. Upon the effectiveness of this Agreement pursuant to Section 2.1 hereof, from and after the Closing Date: (a) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Credit Parties, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Original Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agent, and any other Person indemnified under the Existing Original Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date; , (d) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “"Obligations”", “"Guaranteed Obligations” " and “"Secured Obligations” " as such terms are used in the Loan Documents shall include the Obligations as increased, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent (as defined therein) under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Original Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents or Loan Documents under the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date.

Affirmation of Obligations. Upon the effectiveness of this Agreement pursuant to Section 2.1 hereofAgreement, from and after the Closing Date: (a) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Credit Partiesthe Borrowers, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Security Agreement or any other Loan Credit Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit PartiesBorrowers; (c) all indemnification obligations of the Credit Parties Borrowers under the Existing Original Credit Agreement and any other Loan Credit Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect in accordance with their terms for the benefit of the Lenders, the Agent, and any other Person indemnified under the Existing Original Credit Agreement or any other Loan Credit Document (as defined therein) at any time prior to the Closing Date; , (d) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms term “Obligations”, “Guaranteed Obligations” and “Secured Obligations,” as such terms are term is used in the Loan Credit Documents shall include the Obligations as increased, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent (as defined therein) under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Original Credit Agreement in any Collateral Document or other Loan Credit Document shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Credit Documents in any such Collateral Documents or any other Loan Documents Credit Document shall be deemed a reference to the Collateral Documents or Loan Credit Documents under the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted pursuant to the Collateral Security Agreement and each of the other Credit Documents to which each of the Credit Parties Borrowers is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date; and (h) the Liens granted pursuant to the Security Agreement and each of the other Credit Documents to which each of the Borrowers is a party shall continue to secure all of the Obligations, including, without limitation, any such Obligations in respect of the increase to the Maximum Available Revolving Credit Amount contemplated herein.

Affirmation of Obligations. Upon a. The Company hereby confirms to the effectiveness of this Agreement pursuant to Section 2.1 hereofHolder that, from and after the Closing Date: (a) the terms and conditions effective as of the Existing Credit First Effective Time, the Company has fully assumed Near Holdings’ liabilities and obligations under the A&R Warrant Agreement shall be amended and the Warrants as set forth herein andand agrees to faithfully perform, as so amendedsatisfy and discharge when due, shall be restated in their entiretysuch obligations under the A&R Warrant Agreement and the Warrants, including but only with respect not limited to the rights, duties obligation to issue shares of Common Stock upon the exercise by the Holder of the Warrants as set forth herein. The Holder acknowledges and consents to the Company’s assumption of such liabilities and obligations among Credit Partiesand agrees to, following the First Effective Time, look only to the Company and not to Near Holdings for performance of any term of the A&R Warrant Agreement. b. The Company and the Holder acknowledge and agree that, subject to the terms of this Agreement, the Lenders and the Agent accruing from and after the Closing Date; (b) this A&R Warrant Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for and that all of Near Holdings’ obligations thereunder shall be valid and enforceable against the benefit Company as of the Lenders, the Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement First Effective Time and shall not be deemed to be paid, released, discharged impaired or otherwise satisfied limited by the execution or effectiveness of this Agreement. The Company shall, and this Agreement shall not constitute a refinancingwithin ten (10) days following the First Effective Time, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as increased, issue an amended and restated under this Warrant, on substantially the same terms and conditions as the Warrants (the “Replacement Warrant”), except as otherwise provided herein, and in form and substance satisfactory to Holder, reflecting the terms set forth herein. From and after the date of the Replacement Warrant, the terms of the Replacement Warrant shall replace and fully supersede the terms of the A&R Warrant Agreement; . c. As of the First Effective Time, the A&R Warrant Agreement and the Warrants and any matter, claim or dispute arising out of or in connection with the A&R Warrant Agreement and the Warrants, whether contractual or non-contractual, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (ewhether of the State of Delaware or any other jurisdiction) that would cause the executionapplication of laws of any jurisdiction other than those of the State of Delaware. Each of the Holder and the Company waives, delivery to the fullest extent permitted by law, any and effectiveness all right to trial by jury in any legal proceeding (whether based on contract, tort or otherwise) arising out of or related to the A&R Warrant Agreement and the Warrants. d. Nothing in this Agreement shall, or shall not operate as a waiver of be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, power obligation, claim or remedy of created by the Lenders or the Agent (as defined therein) under the Existing Credit A&R Warrant Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents document or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted instrument delivered pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain or in full force and effect on and after the Closing Dateconnection with it.

Affirmation of Obligations. Upon a. Near USA hereby confirms to the effectiveness of this Holder that Near USA has fully assumed Near SG’s liabilities and obligations under the Warrant Agreement pursuant to Section 2.1 hereof, from and after the Closing Date: (a) the terms and conditions of the Existing Credit Agreement shall be amended Warrants as set forth herein andand agrees to faithfully perform, as so amendedsatisfy and discharge when due, shall be restated in their entiretysuch obligations under the Warrant Agreement and the Warrants, including but only with respect not limited to the rights, duties obligation to issue Common Shares upon the exercise by the Holder of the Warrants as set forth herein. The Holder acknowledges and consents to Near USA’s assumption of such liabilities and obligations among Credit Partiesand agrees to look only to Near USA and not to Near SG for performance of any term of the Warrant Agreement. b. Near USA and the Holder acknowledge and agree that, subject to the terms of this Agreement, the Lenders and the Agent accruing from and after the Closing Date; (b) this Warrant Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit and that all of Near SG’s obligations thereunder shall be valid and enforceable against Near USA as of the Lenders, the Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement Effective Date and shall not be deemed to be paid, released, discharged impaired or otherwise satisfied limited by the execution or effectiveness of this Agreement. c. As of the Effective Date of this Agreement, the Warrant Agreement and the Warrants and any matter, claim or dispute arising out of or in connection with the Warrant Agreement and the Warrants, whether contractual or non-contractual, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Each of the Holder and Near USA waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding (whether based on contract, tort or otherwise) arising out of or related to the Warrant Agreement and the Warrants. d. Nothing in this Agreement shall, or shall not constitute a refinancingbe deemed to, substitution defeat, limit, alter, impair, enhance or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as increased, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of enlarge any right, power obligation, claim or remedy of created by the Lenders or the Agent (as defined therein) under the Existing Credit Warrant Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents document or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted instrument delivered pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain or in full force and effect on and after the Closing Dateconnection with it.

Affirmation of Obligations. Upon the effectiveness of this Agreement pursuant to Section 2.1 hereofLoan Agreement, from and after the Closing Activation Date: (a) the terms and conditions of the Existing Credit Original Loan Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Credit Parties, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created commitment of MLBFS to extend credit to Customer pursuant to the Existing Credit Original Loan Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agent, and any other Person indemnified under the Existing Credit Agreement without suspension or any other Loan Document (as defined therein) at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding interruption under this Loan Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Loan Agreement, and this Loan Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (c) the Liens contemplated hereunder shall be deemed to be created and perfected at the earliest point in time under the Original Loan Agreement and shall be deemed to be continued, and the terms “Obligations”without discharge or satisfaction, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as increased, amended and restated under this Loan Agreement; (ed) Customer acknowledges the execution, delivery acceptance and effectiveness satisfaction of this Agreement shall not operate as a waiver of any right, power or remedy good and valuable consideration in the form of the Lenders or the Agent (as defined therein) MLBFS’ commitment to lend under the Existing Credit Agreement, nor constitute a waiver Original Loan Agreement as continued through to this Loan Agreement in exchange for the grant of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified herebyLiens granted thereunder and continued hereunder; and (fe) any and all references to the Existing Credit Original Loan Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Original Loan Agreement, as amended and restated by this Loan Agreement, and as this Loan Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents Document shall be deemed a reference to the Collateral Documents or Loan Documents under the Existing Credit Original Loan Agreement, as amended and restated by this Loan Agreement, and as this Loan Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date.

Affirmation of Obligations. Upon a. The Company hereby confirms to the effectiveness of this Agreement pursuant to Section 2.1 hereofHolder that, from and after the Closing Date: (a) the terms and conditions effective as of the Existing Credit Agreement shall be amended First Effective Time, the Company has fully assumed Near Holdings’ liabilities and obligations under the Warrant as set forth herein andand agrees to faithfully perform, as so amendedsatisfy and discharge when due, shall be restated in their entiretysuch obligations under the Warrant, including but only with respect not limited to the rights, duties obligation to issue shares of Common Stock upon the exercise by the Holder of the Warrant as set forth herein. The Holder acknowledges and consents to the Company’s assumption of such liabilities and obligations among Credit Partiesand agrees to, following the First Effective Time, look only to the Company and not to Near Holdings for performance of any term of the Warrant. b. The Company and the Holder acknowledge and agree that, subject to the terms of this Agreement, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and Warrant shall continue in full force and effect for and that all of Near Holdings’ obligations thereunder shall be valid and enforceable against the benefit Company as of the Lenders, the Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement First Effective Time and shall not be deemed to be paid, released, discharged impaired or otherwise satisfied limited by the execution or effectiveness of this Agreement. The Company shall, and this Agreement shall not constitute a refinancingwithin ten (10) days following the First Effective Time, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as increased, issue an amended and restated under Warrant, on substantially the same terms and conditions as the Warrant (the “Replacement Warrant”), except as otherwise provided herein, and in form and substance satisfactory to Holder, reflecting the terms set forth herein. The Holder and the Company agree that in the event of any conflict between this Agreement; (e) Agreement and the executionWarrant, delivery and effectiveness the terms of this Agreement shall not operate as a waiver control and the Warrant shall be deemed amended to the extent necessary to harmonize with this Agreement. c. As of the First Effective Time, the Warrant and any matter, claim or dispute arising out of or in connection with the Warrant, whether contractual or non-contractual, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Each of the Holder and the Company waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding (whether based on contract, tort or otherwise) arising out of or related to the Warrant. d. Nothing in this Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, power obligation, claim or remedy of created by the Lenders or the Agent (as defined therein) under the Existing Credit AgreementWarrant, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents document or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted instrument delivered pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain or in full force and effect on and after the Closing Dateconnection with it.

Affirmation of Obligations. Upon the effectiveness of this Agreement pursuant to Section 2.1 hereofAgreement, from and after the Closing Effective Date: (a) the terms and conditions of the Existing Original Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Credit PartiesBorrowers, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Original Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Effective Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit PartiesBorrowers and parties to the Loan Documents; (c) all indemnification obligations of the Credit Parties Borrowers and parties to the Loan Documents under the Existing Original Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agent, and any other Person indemnified under the Existing Original Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Effective Date; , (d) the Obligations incurred under the Existing Original Credit Agreement shall, to the extent outstanding on the Closing Effective Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “"Obligations”, “Guaranteed Obligations” and “Secured Obligations” " as such terms are term is used in the Loan Documents shall include the Obligations as increased, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent (as defined therein) under the Existing Original Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Original Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Original Credit Agreement in any Collateral Security Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Security Documents or Loan Documents in any such Collateral Security Documents or any other Loan Documents shall be deemed a reference to the Collateral Security Documents or Loan Documents under the Existing Original Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted pursuant to the Collateral Security Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Effective Date.

Affirmation of Obligations. Upon the effectiveness of this Agreement pursuant to Section 2.1 hereof, from and after the Closing Date: (a) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Credit Parties, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case case, to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agent, Agent and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as increasedmodified, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent (as defined therein) under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, time and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date.

Affirmation of Obligations. Upon Each of the effectiveness of this Agreement pursuant to Section 2.1 hereofLoan Parties hereby acknowledges, from agrees and after the Closing Date: affirms (a) its Obligations (including the Collateral Agent Advances) under the Financing Agreement and the other Loan Documents, including, without limitation, its guaranty obligations thereunder, (b) that such guaranty shall apply to the Obligations (including the Collateral Agent Advances) in accordance with the terms thereof, (c) the grant of the security interest in all of its assets pursuant to the Loan Documents and (d) that such liens and security interests created and granted are valid and continuing and secure the Obligations (including the Collateral Agent Advances) in accordance with the terms thereof (subject to Permitted Liens). Except as modified by this Agreement, each Loan Party acknowledges, ratifies, reaffirms, and agrees that each of the Loan Documents and the perfected liens and security interests created thereby in favor of the Agents for the benefit of the Lenders in the Collateral are, and will remain, in full force and effect and binding on all of the Loan Parties and are hereby ratified and confirmed in all respects. Each Loan Party acknowledges, ratifies and reaffirms all of the terms and provisions of the Loan Documents (including, without limitation, the Financing Agreement), except as modified herein, which are incorporated by reference as of the Forbearance Effective Date as if set forth herein including, without limitation, all promises, agreements, warranties, representations, covenants, releases and indemnifications contained therein. This Agreement amends and restates the Forbearance Agreement. Except as otherwise expressly provided herein, all references in the Financing Agreement or any other Loan Document to the “ Forbearance Agreement “, “thereto”, “thereof’, “thereunder” or words of like import referring to the Forbearance Agreement shall mean the Forbearance Agreement as amended and modified by this Agreement. This Agreement shall be effective only in the specific instances and for the specific purposes set forth herein and does not allow for any other or further departure from the terms and conditions of the Existing Credit Financing Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties which terms and obligations among Credit Parties, the Lenders and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations or Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by each of the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined therein) at any time prior to the Closing Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as increased, amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent (as defined therein) under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time; and (g) the Liens granted pursuant to the Collateral Documents to which each of the Credit Parties is a party shall continue without any diminution thereof and conditions shall remain in full force and effect on and after the Closing Dateeffect.