Common use of REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT Clause in Contracts

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents to the amendments to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Restated Credit Agreement and this Amendment and consents to the amendments to amendment of the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of reaffirms that each of the Loan Documents Credit Document to which it is partya party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and agrees thatperformance of all “Obligations” and “Secured Obligations”, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated herebyas applicable, such guarantees, pledges, grants of security interests and other obligations, and the terms of under each of the Loan Credit Documents to which it is a party, party (in each case as modified or supplemented such terms are defined in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligationsapplicable Credit Document). Each Guarantor Credit Party acknowledges and agrees that each Loan Document that, after giving effect to this Amendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder under the Credit Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or the Restated Credit Agreement. As of the Second Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Restated Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document (including, without limitation, the Second Amendment Effective Date Term Loans), in each case, on and subject to the terms and conditions set forth in the Restated Credit Agreement and the Credit Documents. Each Credit Party (other than the Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Party is not required by the terms of the Existing Credit Agreement or any other Credit Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and Restated Credit Agreement and (ii) nothing in the Existing Credit Agreement, this Amendment, the Restated Credit Agreement or any other Credit Document shall be deemed to require the consent of such Credit Party to any future amendments to the Restated Credit Agreement.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower Each of the Borrower, Holdings, Parent and each Subsidiary Guarantor (for purposes of this Article IV, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this Second Amendment, (b) consents to the amendments to the Credit Agreement effected pursuant to this Second Amendment and consents to the terms, conditions and other provisions of this Second Amendment, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Guaranteed Obligations”, “Obligations” or “Secured Obligations”, as applicable (including all such Guaranteed Obligations, Obligations and Secured Obligations as amended, extended, modified, reaffirmed and/or increased pursuant to this Second Amendment) under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document). Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party. For the avoidance of doubt, nothing in this Second Amendment shall constitute a new grant of security interest or restart any hardening period. Each Reaffirming Party acknowledges and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of that each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents to the amendments to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations thereunder (including pursuant to Section 10.20 of the Credit Agreement), guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Loan Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment or any of the transactions contemplated hereby. Each of Holdings, Parent and each Subsidiary Guarantor acknowledges and agrees that (a) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Person is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Second Amendment and (b) nothing in this Second Amendment shall be deemed to require the consent of such Person to any future amendments to the Credit Agreement.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Each of the Borrower and each Guarantor (for purposes of this Section IV, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of the Second Amended Credit Agreement and this Amendment, (b) consents to the amendments to the Existing Credit Agreement and the Security Agreement, as effected pursuant to this Amendment and (c) consents to each of the transactions contemplated hereby and thereby. Each Reaffirming Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” (including all such Obligations as amended, extended, modified, reaffirmed and/or increased pursuant to this Amendment and the Second Amended Credit Agreement) under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document). Each Reaffirming Party hereby (a) grants to the Administrative Agent for the benefit of the Lenders a security interest in and continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral (as defined in the Security Agreement), in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations (including all such Obligations as amended, extended, modified, reaffirmed and/or increased pursuant to this Amendment and the Second Amended Credit Agreement), subject to the terms contained in the applicable Loan Documents, and (b) confirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party, . Each Reaffirming Party acknowledges and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of that each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents to the amendments to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Loan Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, the Second Amended Credit Agreement or any of the transactions contemplated hereby or thereby. Each Guarantor acknowledges and agrees that (a) notwithstanding the conditions to effectiveness set forth in this Amendment, no Guarantor is required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendments to the Existing Credit Agreement or the Security Agreement effected pursuant to this Amendment and (b) nothing in the Second Amended Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of any Guarantor to any future amendments to the Second Amended Credit Agreement.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement, the Existing Security Agreement and this Amendment and consents to the amendments to the Existing Credit Agreement and the Existing Security Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Each of the Borrower and each Guarantor (for purposes of this Section IV, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of the Amended Credit Agreement and this Amendment, (b) consents to the amendments to the Existing Credit Agreement, as effected pursuant to this Amendment and (c) consents to each of the transactions contemplated hereby and thereby. Each Reaffirming Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” (including all such Obligations as amended, extended, modified, reaffirmed and/or increased pursuant to this Amendment and the Amended Credit Agreement) under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document). Each Reaffirming Party hereby (a) grants to the Administrative Agent for the benefit of the Lenders a security interest in and continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral (as defined in the Security Agreement), in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations (including all such Obligations as amended, extended, modified, reaffirmed and/or increased pursuant to this Amendment and the Amended Credit Agreement), subject to the terms contained in the applicable Loan Documents, and (b) confirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party, . Each Reaffirming Party acknowledges and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of that each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents to the amendments to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Loan Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, the Amended Credit Agreement or any of the transactions contemplated hereby or thereby. Each Guarantor acknowledges and agrees that (a) notwithstanding the conditions to effectiveness set forth in this Amendment, no Guarantor is required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (b) nothing in the Amended Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of any Guarantor to any future amendments to the Amended Credit Agreement.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents to the amendments to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Amended Credit Agreement and this Amendment and consents to the amendments to amendment of the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of reaffirms that each of the Loan Documents Credit Document to which it is partya party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and agrees thatperformance of all “Obligations” and “Secured Obligations”, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated herebyas applicable, such guarantees, pledges, grants of security interests and other obligations, and the terms of under each of the Loan Credit Documents to which it is a party, party (in each case as modified or supplemented such terms are defined in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligationsapplicable Credit Document). Each Guarantor Credit Party acknowledges and agrees that each Loan Document that, after giving effect to this Amendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder under the Credit Documents shall be valid and enforceable and shall not be impaired im-paired or limited by the execution or effectiveness of this Amendment or the Amended Credit Agreement. As of the Fourth Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Amended Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the Credit Documents. Each Credit Party (other than the Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Party is not required by the terms of the Existing Credit Agreement or any other Credit Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and the Amended Credit Agreement and (ii) nothing in the Existing Credit Agreement, this Amendment, the Amended Credit Agreement or any other Credit Document shall be deemed to require the consent of such Credit Party to any future amendments to the Amended Credit Agreement.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Each Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, Party and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor German Borrower hereby acknowledges that it has reviewed the terms and provisions of the Existing Amended Credit Agreement and this Amendment and consents to the amendments to of the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor Loan Party and the German Borrower hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of reaffirms that each of the Loan Documents Document to which it is partya party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and agrees thatperformance of all “Obligations” and “Secured Obligations”, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated herebyas applicable, such guarantees, pledges, grants of security interests and other obligations, and the terms of under each of the Loan Documents to which it is a party, party (in each case as modified or supplemented such terms are defined in connection with this Amendment the applicable Loan Document). Each Loan Party and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor German Borrower acknowledges and agrees that each that, after giving effect to this Amendment, any of the Loan Document Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder under the Loan Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or the Amended Credit Agreement. As of each of the First Amendment Effective Date and the Spin-Off Effective Date, each Loan Party and the German Borrower reaffirms each Lien it granted to the Administrative Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Loan Documents to which such Loan Party or the German Borrower is party and reaffirms the guaranties made in favor of each Secured Party under each of the Loan Documents to which such Loan Party or the German Borrower is party, which Liens and guaranties shall continue in full force and effect during the term of the Amended Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower, the German Borrower and the other Loan Parties under any Loan Document, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the Loan Documents. Each Loan Party (other than the Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Loan Party is not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and the Amended Credit Agreement and (ii) nothing in the Existing Credit Agreement, this Amendment, the Amended Credit Agreement or any other Loan Document CH\2158671.17 shall be deemed to require the consent of such Loan Party to any future amendments to the Amended Credit Agreement.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower Each of the Borrower, Holdings, Parent and each Subsidiary Guarantor (for purposes of this Article V, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this Third Amendment, (b) consents to the amendments to the Credit Agreement effected pursuant to this Third Amendment and consents to the terms, conditions and other provisions of this Third Amendment, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Guaranteed Obligations”, “Obligations” or “Secured Obligations”, as applicable (including all such Guaranteed Obligations, Obligations and Secured Obligations as amended, extended, modified, reaffirmed and/or increased pursuant to this Third Amendment) under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document). Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is a party. For the avoidance of doubt, nothing in this Third Amendment shall constitute a new grant of security interest or restart any hardening period. Each Reaffirming Party acknowledges and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of that each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents to the amendments to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as modified or supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor acknowledges and agrees that each Loan Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations thereunder (including pursuant to Section 10.20 of the Credit Agreement), guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Loan Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Third Amendment or any of the transactions contemplated hereby. Each of Holdings, Parent and each Subsidiary Guarantor acknowledges and agrees that (a) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Person is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Third Amendment and (b) nothing in this Third Amendment shall be deemed to require the consent of such Person to any future amendments to the Credit Agreement.

REAFFIRMATION, ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Amended Credit Agreement and this Amendment and consents to the amendments to amendment of the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of reaffirms that each of the Loan Documents Credit Document to which it is partya party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and agrees thatperformance of all “Obligations” and “Secured Obligations”, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated herebyas applicable, such guarantees, pledges, grants of security interests and other obligations, and the terms of under each of the Loan Credit Documents to which it is a party, party (in each case as modified or supplemented such terms are defined in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligationsapplicable Credit Document). Each Guarantor Credit Party acknowledges and agrees that each Loan Document that, after giving effect to this Amendment, any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder under the Credit Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or the Amended Credit Agreement. As of the Third Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Amended Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the Credit Documents. Each Credit Party (other than the Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Party is not required by the terms of the Existing Credit Agreement or any other Credit Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and the Amended Credit Agreement and (ii) nothing in the Existing Credit Agreement, this Amendment, the Amended Credit Agreement or any other Credit Document shall be deemed to require the consent of such Credit Party to any future amendments to the Amended Credit Agreement.