Common use of Certain Consequences Of Effectiveness Clause in Contracts

Certain Consequences Of Effectiveness. On and after the Fifth A&R Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the “Existing Loan Documents”) shall be governed by the Amended Credit Agreement and each Existing Loan Document as amended hereby; provided that the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Fifth A&R Effective Date shall continue to be governed by the provision of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment and the amendments contemplated hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. Without limiting the foregoing, (i) each Loan Party hereby confirms in favor of the Secured Parties that on and as from the Fifth A&R Effective Date its liabilities and obligations under the Amended Credit Agreement form part of (but do not limit) the “Indebtedness,” “Secured Obligations,” “Secured Liabilities” and “Liabilities” (as the case may be) as defined in the Collateral Documents to which that Loan Party is a party (or any equivalent definition thereof), (ii) the Collateral Documents and each other Loan Document, as specifically amended by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed, and the respective prior guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Collateral Documents, notwithstanding the consummation of the transactions contemplated hereby, shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, (iii) the Collateral Documents and all of the Collateral does and shall continue to secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents as amended hereby and (iv) each Guarantor hereby confirms and ratifies its obligations as Guarantor under the relevant Guaranty with respect to all of the Guaranteed Obligations thereunder under and as defined in the Amended Credit Agreement and all other Loan Documents as amended pursuant to this Amendment, all on the terms set forth in such Guaranty.

Certain Consequences Of Effectiveness. (a) On and after the Fifth A&R Amendment Effective Date, subject to the terms and conditions hereof (including Section 4(b) below), the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the “Existing Loan Documents”) shall be governed by the Amended Credit Agreement Agreement, the Other Principal Documents and each Existing Loan Document as amended hereby; provided that the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Fifth A&R Amendment Effective Date shall continue to be governed by the provision provisions of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment Agreement and the amendments contemplated hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. Without limiting the foregoing, (i) each Loan Party hereby confirms in favor of the Secured Parties that on and as from the Fifth A&R Effective Date its liabilities and obligations under the Amended The Existing Credit Agreement form part of (but do not limit) and the “Indebtedness,” “Secured Obligations,” “Secured Liabilities” and “Liabilities” (as the case may be) as defined in the Collateral Documents to which that other Existing Loan Party is a party (or any equivalent definition thereof), (ii) the Collateral Documents and each other Loan DocumentDocuments, as specifically amended by this Agreementhereby, are are, and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects ratified respects. (b) On the Amendment Effective Date, (i) the Canadian Borrower shall be included as an additional Borrower on the terms set forth in the Amended Credit Agreement, (ii) each Foreign Loan Party set forth on Schedule 3 hereto (the “Released Foreign Loan Parties”) shall automatically be released from their obligations under any Guarantee Agreement and confirmed, and the respective Foreign Collateral Agreements as in effect immediately prior guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Collateral Documents, notwithstanding the consummation of the transactions contemplated hereby, shall continue to be in full force and effect and shall accrue to the benefit of the Secured PartiesAmendment Effective Date, (iii) the Collateral liens and security interests granted, hypothecated or pledged with respect to the Released Foreign Loan Parties pursuant to the Security Documents in effect immediately prior to the Amendment Effective Date shall be automatically and all of the Collateral does irrevocably released and shall continue to secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents as amended hereby terminated and (iv) each Guarantor hereby confirms the Canadian Borrower and ratifies its obligations the Subsidiaries set forth on Schedule 4 hereto (the “New Foreign Loan Parties”) shall be included as Guarantor under additional Foreign Loan Parties on the relevant Guaranty with respect to all of the Guaranteed Obligations thereunder under and as defined terms set forth in the Amended Credit Agreement and the Security Documents. The Administrative Agent and the Collateral Agent, on behalf of the Secured Parties, are hereby authorized by the Borrowers, the other Loan Parties and the Designated Lender to take such actions as are necessary or advisable by the Designated Lender to effectuate and evidence the release of the Released Foreign Loan Parties from the Guarantee Agreement and the Security Documents and to terminate the Liens and security interests created by the Loan Documents on the Amendment Effective Date (including, without limitation, filing UCC-3 financing statements and similar instruments and executing releases of pledge agreements, security agreements and all other deeds, instruments and similar documents in connection therewith). The list of release documents to be entered into by the Administrative Agent or the Collateral Agent on behalf of the Secured Parties is set forth on Schedule 1. (c) In relation to the existing deed of pledge of registered shares in the capital of Momentive Performance Materials Silicones B.V. (formerly known as XX Xxxxx Silicones B.V.) between JPMorgan Chase Bank N.A. as pledgee and XX Xxxxx Silicones Holding GmbH as pledgor (currently the German Borrower) dated December 4, 2006 (the “2006 Share Pledge”), (i) for the avoidance of doubt, the German Borrower (absorbing company and universal successor under a deed of merger pursuant to which Momentive Performance Materials Holding GmbH (formerly known as XX Xxxxx Silicones Holding GmbH) merged into the German Borrower) confirms for the benefit of the Secured Parties that the security created by it pursuant to the 2006 Share Pledge shall (a) remain in full force and effect notwithstanding the designation of any new document as a Loan Document or any additions, amendments, novation, substitution or supplements of or to the Loan Documents and the imposition of any amended, new or more onerous obligations under the Loan Documents in relation to any person, including but not limited to, the provisions of the Guarantee Agreement) and the amendments made to the Existing Credit Agreement and (b) continue to secure its Secured Obligations under the Loan Documents as amended pursuant (including, but not limited to, under the Guarantee Agreement); (ii) JPMorgan Chase Bank, N.A., acting in its capacity as pledgee under the 2006 Share Pledge, and the Designated Lender hereby approve and give their consent to this Amendment, all on a second ranking right of pledge over the terms set forth Security Assets (as defined in such Guaranty.the 2006 Share Pledge) and any other security right required to be provided under or in connection with the ABL Credit Agreement; and

Certain Consequences Of Effectiveness. (a) On and after the Fifth A&R Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the “Existing Loan Documents”) shall be governed by the Amended Conformed Credit Agreement and each Existing Loan Document as amended hereby; provided that the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Fifth A&R Effective Date shall continue to be governed by the provision of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment Agreement and the amendments contemplated hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. Without limiting the foregoing, (i) each Loan Party hereby confirms in favor of the Secured Parties that on and as from the Fifth A&R Effective Date its liabilities and obligations under the Amended The Existing Credit Agreement form part of (but do not limit) and the “Indebtedness,” “Secured Obligations,” “Secured Liabilities” and “Liabilities” (as the case may be) as defined in the Collateral Documents to which that other Existing Loan Party is a party (or any equivalent definition thereof), (ii) the Collateral Documents and each other Loan DocumentDocuments, as specifically amended by this Agreementhereby, are are, and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects ratified respects. (b) On the Effective Date, each Extending Lender holding Original Maturity Revolving Facility Commitments that has executed and confirmeddelivered a consent to the Extension Request on or prior to the Consent Deadline and has designated on its signature page thereto an aggregate principal amount of each applicable Class of Original Maturity Revolving Facility Commitments to be extended as Extended Maturity Revolving Facility Commitments (such amount with respect to each Class, the “Extended Amount”) shall have such Classes of its Original Maturity Revolving Facility Commitments automatically converted into an Extended Maturity Revolving Facility Commitments of such Class for the purpose of the Conformed Credit Agreement in an aggregate amount equal to its Extended Amount in the following manner: (i) Canadian Tranche Commitments held by all Canadian Tranche Lenders immediately prior to the Effective Date shall be converted into Commitments under the Canadian Tranche with the Revolving Facility Maturity Date for such Commitments being December 3, 2014 (provided that if, on any Early Maturity Test Date, the aggregate principal amount of Early Maturity Notes that mature within 91 days after such Early Maturity Test Date exceeds $200.0 million, such Revolving Facility Maturity Date shall be such Early Maturity Test Date) (such converted Canadian Tranche Commitments, the “Extended Maturity Canadian Tranche Commitments”, and such new Revolving Facility Maturity Date, the respective prior guarantees“Extended Revolving Facility Maturity Date”), pledges(ii) European Tranche Commitments shall be converted into Extended Maturity European Tranche Commitments, grants with the Revolving Facility Maturity Date for such Commitments being the Extended Revolving Facility Maturity Date, and (iii) U.S. Tranche Commitments shall be converted into Extended Maturity U.S. Tranche Commitments, with the Revolving Facility Maturity Date for such Commitments being the Extended Revolving Facility Maturity Date. On the Effective Date all Original Maturity Revolving Facility Commitments that are not converted pursuant to the preceding sentence shall instead automatically be converted in the following manner: European Tranche Commitments shall be converted into Original Maturity European Tranche Commitments and U.S. Tranche Commitments shall be converted into Original Maturity U.S. Tranche Commitments. The amounts of security interests each Extending Lender’s Extended Maturity Canadian Tranche Commitments, Extended Maturity European Tranche Commitments and other agreementsExtended Maturity U.S. Tranche Commitments, as applicable, are set forth in Schedule 2 hereto. (c) All Revolving Loans, Swingline Loans and Revolving Letters of Credit (including Tranche C-3 Letters of Credit), all Tranche C-3 Credit Linked Deposits and all Term Loans, outstanding or funded, as applicable, under each the Existing Credit Agreement on and as of the Collateral Documents, notwithstanding the consummation of Effective Date after giving effect to the transactions contemplated herebyshall remain outstanding or funded, shall continue to be in full force and effect and shall accrue to the benefit of the Secured Partiesas applicable, (iii) the Collateral Documents and all of the Collateral does and shall continue to secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents as amended hereby and (iv) each Guarantor hereby confirms and ratifies its obligations as Guarantor under the relevant Guaranty with respect to all of the Guaranteed Obligations thereunder under and as defined in the Amended Conformed Credit Agreement and all other Loan Documents as amended pursuant to this Amendment, all on the terms set forth in such Guarantyof the Conformed Credit Agreement will govern the rights of the Lenders and any Issuing Bank with respect thereto from and after the Effective Date.

Certain Consequences Of Effectiveness. (a) On and after the Fifth A&R Amendment No. 3 Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the “Existing Loan Documents”) shall be governed by the Amended Credit Agreement and each Existing Loan Document as amended hereby; provided that the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Fifth A&R Amendment No. 3 Effective Date shall continue to be governed by the provision of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment and the amendments contemplated hereby. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. Without limiting the foregoing, (i) each Loan Party hereby confirms in favor of the Secured Parties that on and as from the Fifth A&R Amendment No. 3 Effective Date its liabilities and obligations under the Amended Credit Agreement form part of (but do not limit) the “Indebtedness,” “Secured Obligations,” “Secured Liabilities” and “Liabilities” (as the case may be) as defined in the Collateral Documents to which that Loan Party is a party (or any equivalent definition thereof), (ii) the Collateral Documents and each other Loan Document, as specifically amended by this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed, and the respective prior guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Collateral Documents, notwithstanding the consummation of the transactions contemplated hereby, shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, (iii) the Collateral Documents and all of the Collateral does and shall continue to secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents as amended hereby and (iviii) each Guarantor hereby confirms and ratifies its obligations as Guarantor under the relevant Guaranty with respect to all of the Guaranteed Obligations thereunder under and as defined in the Amended Credit Agreement and all other Loan Documents as amended pursuant to this Amendment, all on the terms set forth in such Guaranty.

Certain Consequences Of Effectiveness. On (a) Except as expressly set forth herein, all terms, conditions, covenants, representations and after the Fifth A&R Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined warranties contained in the Existing Credit Agreement, the “Existing Loan Documents”) shall be governed by the Amended Credit Agreement and each Existing Loan Document as amended hereby; provided that the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Credit Documents and all rights of the Agents and the Lenders and all obligations of the Credit Parties, shall remain in full force and effect. Each Borrower hereby confirms that the Credit Agreement and the other Credit Documents are in full force and effect. Without limiting the foregoing and subject to confirmation of the satisfaction of the conditions subsequent set forth in Section 7 above by the Administrative Agent and the Collateral Agent, each Borrower hereby confirms that the Guaranty and the Security Documents to which it is a party, the guarantees by each Borrower set forth therein and all of the Collateral described therein (to the extent required by Section 7 above, with respect to the period prior Tranche F Obligations) do, and shall continue to, guarantee and secure the payment of all of the Obligations and Secured Obligations (as applicable and, in each case, as defined and subject to the Fifth A&R Effective limitations set forth therein and subject to Debtor Relief Laws and to general principles of equity) including, on and after the Tranche F Funding Date shall continue (and subject to be governed by the provision limitations and timing referred to above), the Tranche F Obligations. (b) For all purposes of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment and the amendments contemplated hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. Without limiting the foregoingother Credit Documents, (i) each this Agreement shall constitute a New Term Loan Party hereby confirms in favor of the Secured Parties that on Joinder Agreement and as from the Fifth A&R Effective Date its liabilities and obligations under the Amended a Credit Agreement form part of (but do not limit) the “Indebtedness,” “Secured Obligations,” “Secured Liabilities” and “Liabilities” (as the case may be) as defined in the Collateral Documents to which that Loan Party is a party (or any equivalent definition thereof)Document, (ii) the Collateral Documents Tranche F Commitments shall constitute New Term Loan Commitments and Commitments, (iii) the Tranche F Lenders shall constitute New Term Loan Lenders and Lenders, (iv) the Tranche F Loan Repayment Amount shall constitute a Loan Repayment Amount, (v) the Tranche F Loan Repayment Date shall constitute New Term Loan Repayment Amount and a Loan Repayment Date, (vi) the Tranche F Maturity Date shall constitute a New Term Loan Maturity Date and a Maturity Date, (vii) the Tranche F Funding Date shall constitute an Increased Amount Date and (viii) the Tranche F Loans shall constitute New Term Loans and Loans. (c) Notwithstanding anything in the Credit Agreement to the contrary, (i) the Loans funded on the Tranche F Funding Date shall be funded as LIBOR Loans with an initial Interest Period ending on December 31, 2016 and (ii) each other Loan Document, as specifically amended by Tranche F Lender that was a Tranche B Lender immediately prior to the effectiveness hereof hereby waives any claim for the payment of any breakage loss or expense under Section 2.11 of the Credit Agreement in connection with the repayment or conversion of its Tranche B Loans on the Tranche F Funding Date. (d) Each undersigned Tranche F Lender hereby consents to (i) its respective allocation of the applicable Loans and Commitments after giving effect to this Agreement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed, Agreement and the transactions contemplated herein (as well as in any Assignment and Acceptance entered into by such Lender pursuant to Section 13.7 of the Credit Agreement required to effect such allocation) on the Tranche F Funding Date as set forth in the Register (as such respective allocation has been indicated by the Administrative Agent to such Tranche F Lender on or prior guaranteesto the Tranche F Funding Date) and (ii) any non-pro rata treatment of payments to the Lenders by the Borrowers resulting from the payments described in this Section 8(d), pledgesnotwithstanding anything to the contrary in the Credit Agreement. (e) Each Converting Lender that executes and delivers a consent to this Agreement (a “Consent”) electing the “Consent and Cashless Roll Option” shall be deemed to agree, grants upon the effectiveness of security interests the Agreement on the Tranche F Signing Date that (i) all (or such lesser amount as Deutsche Bank Securities Inc. (“Deutsche Bank”) may allocate to such Lender) of its existing Loans and other agreementsCommitments shall constitute Loans and Commitments, as applicable, under the Credit Agreement (each such Loan, to such extent, a “Cashless Converting Loan”) and (ii) it waives any right to receive its share of the Collateral Documentscash prepayment of Tranche B Loans referred to herein, notwithstanding solely to the consummation of extent to such Cashless Converting Loans. (f) Each existing Tranche B Lender that executes and delivers a Consent electing the transactions contemplated hereby, “Consent and Assignment Option” shall continue to be repaid in full force on the Tranche F Funding Date, including for all accrued and effect unpaid interest, fees, expenses and shall accrue other compensation owed to such Lender and due and payable by the Borrower pursuant to the benefit of the Secured Parties, (iii) the Collateral Documents and all of the Collateral does and shall continue to secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents as amended hereby and (iv) each Guarantor hereby confirms and ratifies its obligations as Guarantor under the relevant Guaranty with respect to all of the Guaranteed Obligations thereunder under and as defined in the Amended Credit Agreement and all other Loan Documents as amended this Agreement. Each such Lender agrees that it shall be deemed to have executed an Assignment and Acceptance pursuant to this Amendment, all Section 13.7 of the Credit Agreement on the terms set forth in Tranche F Funding Date and assumed an amount equal to the principal amount of such Guarantyrepayment (or such lesser amount as Deutsche Bank may allocate to such Lender).

Certain Consequences Of Effectiveness. (a) On and after the Fifth A&R Amendment Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the “Existing Loan Documents”) shall be governed by the Amended Credit Agreement and each Existing Loan Document as amended hereby; provided that the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Fifth A&R Amendment Effective Date shall continue to be governed by the provision of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment and the amendments contemplated hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. Without limiting the foregoing, (i) each Loan Party hereby confirms in favor of the Secured Parties that on and as from the Fifth A&R Effective Date its liabilities and obligations under the Amended The Existing Credit Agreement form part of (but do not limit) and the “Indebtedness,” “Secured Obligations,” “Secured Liabilities” and “Liabilities” (as the case may be) as defined in the Collateral Documents to which that other Existing Loan Party is a party (or any equivalent definition thereof), (ii) the Collateral Documents and each other Loan DocumentDocuments, as specifically amended by this Agreementhereby, are are, and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects ratified respects. (b) On the Amendment Effective Date each Lender holding Term Loans that has executed and confirmeddelivered a counterpart to this Amendment as an Extending Term Lender and has designated on its signature page an aggregate principal amount of each applicable Class of its Term Loans (after giving effect to the Term Loan Prepayment) to be treated as an Extended Maturity Term Loan (such amount, the “Extended Term Loan Amount”) shall have such Classes of its Term Loans automatically converted into an Extended Maturity Term Loan of such Class for the purpose of the Amended Credit Agreement in an aggregate principal amount equal to its Extended Term Loan Amount in the following manner: Tranche C-1 Loans shall be converted into Tranche C-1B Loans, Tranche C-2 Loans shall be converted into Tranche C-2B Loans, Tranche C-4 Loans shall be converted into Tranche C-4B Loans, Tranche C-5 Loans shall be converted into Tranche C-5B Loans, Tranche C-6 Loans shall be converted into Tranche C-6B Loans, and Tranche C-7 Loans shall be converted into Tranche C-7B Loans. On the respective prior guaranteesAmendment Effective Date all Term Loans that are not converted pursuant to the preceding sentence shall instead automatically be converted in the following manner: Tranche C-1 Loans shall be converted into Tranche C-1A Loans, pledgesTranche C-2 Loans shall be converted into Tranche C-2A Loans, grants Tranche C-4 Loans shall be converted into Tranche C-4A Loans, Tranche C-5 Loans shall be converted into Tranche C-5A Loans, Tranche C-6 Loans shall be converted into Tranche C-6A Loans, and Tranche C-7 Loans shall be converted into Tranche C-7A Loans. (c) All Revolving Loans, Swingline Loans and Revolving Letters of security interests Credit (including Tranche C-3 Letters of Credit) and other agreementsall Tranche C-3 Credit Linked Deposits, outstanding or funded, as applicable, under each the Existing Credit Agreement on and as of the Collateral Documents, notwithstanding the consummation of the transactions contemplated hereby, shall continue to be in full force and Amendment Effective Date after giving effect and shall accrue to the benefit of the Secured PartiesTransactions shall remain outstanding or funded, (iii) the Collateral Documents and all of the Collateral does and shall continue to secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents as amended hereby and (iv) each Guarantor hereby confirms and ratifies its obligations as Guarantor applicable, under the relevant Guaranty with respect to all of the Guaranteed Obligations thereunder under and as defined in the Amended Credit Agreement and all other Loan Documents as amended pursuant to this Amendment, all on the terms set forth in such Guarantyof the Amended Credit Agreement will govern the rights of the Lenders and any Issuing Bank with respect thereto from and after the Amendment Effective Date.

Certain Consequences Of Effectiveness. On and after the Fifth A&R Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the “Existing Loan Documents”) (for the avoidance of doubt, other than with respect to the Consenting Lenders) shall continue to be governed by the Amended Existing Credit Agreement and each Existing Loan Document as amended hereby; provided that hereby (and all accrued interest and fees under the rights and obligations of the parties Existing Credit Agreement (other than with respect to the Exchanged Loans and the Prepaid Loans) shall continue to be payable on the dates such amounts would be payable pursuant to the Existing Credit Agreement). The Existing Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Fifth A&R Effective Date shall continue to be governed by the provision of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment and the amendments contemplated hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. Without limiting the foregoing, (i) each Loan Party hereby confirms in favor of the Secured Parties that on and as from the Fifth A&R Effective Date its liabilities and obligations under the Amended Credit Agreement form part of (but do not limit) the “Indebtedness,” “Secured Obligations,” “Secured Liabilities” and “Liabilities” (as the case may be) as defined in the Collateral Documents to which that Loan Party is a party (or any equivalent definition thereof), (ii) the Collateral Documents and each other Loan DocumentDocuments, as specifically amended by this Agreementhereby, are are, and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects ratified and confirmed, and the respects. Each Credit Party hereby confirms its respective prior guarantees, pledges, pledges and grants of security interests and other agreementsinterests, as applicable, under and subject to the terms of each of the Collateral DocumentsExisting Loan Documents to which it is party, and agrees that, notwithstanding the consummation effectiveness of Agreement, such guarantees, pledges and grants of security interests, and the terms of each of the transactions contemplated herebySecurity Documents to which it is a party, shall continue to be in full force and effect and shall accrue to the benefit of the Secured Partieseffect, (iii) the Collateral Documents and all of the Collateral does and shall continue including to secure the payment of all Obligations on Loan Obligations. On and after the terms Effective Date, the rights and conditions set forth in the Collateral Documents as amended hereby and (iv) each Guarantor hereby confirms and ratifies its obligations as Guarantor under the relevant Guaranty with respect to all of the Guaranteed Obligations thereunder under Consenting Lenders and the other parties to the New Priority Lien Credit Agreement and each other Loan Document (as defined in the Amended New Priority Lien Credit Agreement, the “Priority Loan Documents”) shall be governed by the New Priority Credit Agreement and each Priority Loan Document; provided that all other Loan Documents as amended accrued interest and fees outstanding under the Existing Credit Agreement on the Effective Date in respect of the Exchanged Loans and the Prepaid Loans shall be paid by the Borrower in cash on the Effective Date, and in connection therewith, each Consenting Lender waives any required notice of prepayment pursuant to this Amendment, all Section 2.14 of the Existing Credit Agreement as well as its right to receive any payments under Section 2.11 of the Existing Credit Agreement as a result of its Tranche B-2 Loans and Tranche B-3 Loans being repaid or exchanged on the terms set forth in such GuarantyEffective Date and not on the last day of the Interest Period applicable thereto. For the avoidance of doubt, on and after the Effective Date, this Agreement shall for all purposes constitute a Loan Document.

Certain Consequences Of Effectiveness. (a) On and after the Fifth A&R Amendment Effective Date, the rights and obligations of the parties to the Existing Credit Agreement and each other Loan Document (as defined in the Existing Credit Agreement, the “Existing Loan Documents”) shall be governed by the Amended Credit Agreement and each Existing Loan Document as amended hereby; provided that the rights and obligations of the parties to the Existing Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Fifth A&R Amendment Effective Date shall continue to be governed by the provision of the Existing Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment Agreement and the amendments contemplated hereby. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. Without limiting the foregoing, (i) each Loan Party hereby confirms in favor of the Secured Parties that on and as from the Fifth A&R Effective Date its liabilities and obligations under the Amended The Existing Credit Agreement form part of (but do not limit) and the “Indebtedness,” “Secured Obligations,” “Secured Liabilities” and “Liabilities” (as the case may be) as defined in the Collateral Documents to which that other Existing Loan Party is a party (or any equivalent definition thereof), (ii) the Collateral Documents and each other Loan DocumentDocuments, as specifically amended by this Agreementhereby, are are, and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects ratified respects. (b) On the Amendment Effective Date, each Lender holding Term Loans that has executed and confirmeddelivered a counterpart to this Agreement as an Extending Term Lender and has designated on its signature page an aggregate principal amount of each applicable Tranche of its Term Loans to be treated as an Extended Maturity Term Loan (such amount, the “Extended Term Loan Amount”) shall have such Tranche of its Term Loans automatically converted into an Extended Maturity Term Loan of such Tranche for the purpose of the Amended Credit Agreement in an aggregate principal amount equal to its Extended Term Loan Amount in the following manner: Tranche B-1 Term Loans shall be converted into Tranche B-1B Term Loans and Tranche B-2 Term Loans shall be converted into Tranche B-2B Term Loans. On the respective prior guaranteesAmendment Effective Date, pledgesall Term Loans of any Term Lender that are not converted pursuant to the preceding sentence shall instead automatically be converted in the following manner: Tranche B-1 Term Loans shall be converted into Tranche B-1A Term Loans and Tranche B-2 Term Loans shall be converted into Tranche B-2A Term Loans. (c) All Revolving Loans, grants Swingline Loans and Letters of security interests Credit (including Letters of Credit outstanding under the Synthetic L/C Facility) and other agreementsall Credit-Linked Deposits, outstanding or funded, as applicable, under each the Existing Credit Agreement on and as of the Collateral Documents, notwithstanding the consummation of the transactions contemplated hereby, shall continue to be in full force and Amendment Effective Date after giving effect and shall accrue to the benefit of the Secured PartiesTransactions shall remain outstanding or funded, (iii) the Collateral Documents and all of the Collateral does and shall continue to secure the payment of all Obligations on the terms and conditions set forth in the Collateral Documents as amended hereby and (iv) each Guarantor hereby confirms and ratifies its obligations as Guarantor applicable, under the relevant Guaranty with respect to all of the Guaranteed Obligations thereunder under and as defined in the Amended Credit Agreement and all other Loan Documents as amended pursuant to this Amendment, all on the terms set forth in such Guarantyof the Amended Credit Agreement will govern the rights of the Lenders and any Issuing Bank with respect thereto from and after the Amendment Effective Date.