Common use of Reaffirmation and Ratification Clause in Contracts

Reaffirmation and Ratification. As a condition to Agent and Lenders entering into this Amendment, continuing to provide financial accommodations to Borrower and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Borrower hereby: (a) Acknowledges that the Loan Agreement has been amended by this Amendment as of the Amendment No. 2 Effective Date; and (b) Acknowledges and confirms that notwithstanding the execution of this Amendment and the consummation of the transactions contemplated hereby or any other facts or circumstances (a) all terms and provisions contained in the guaranties and the Loan Documents to which such Person is a party, are, and shall remain, in full force and effect in accordance with their respective terms as the same may have been amended and/or restated in connection with the transactions contemplated by this Amendment including, without limitation, the increase in the dollar amount of the Obligations and (b) the security interests and liens heretofore granted, pledged and/or assigned as security for such Person’s obligations to Agent and Lenders shall not be impaired, limited or affected in any manner whatsoever by reason of such Person entering into this Amendment; and (c) Represents, warrants, and confirms the non-existence of any offsets, defenses, or counterclaims to its respective obligations under the Loan Documents or other documents to which such Person is a party; and (d) Acknowledges and confirms that any security interests and liens heretofore granted, pledged and/or assigned as security to Agent for its benefit and the benefit of Lenders under the Loan Agreement and the other Loan Documents continue in full force and effect in favor of Lender; and (e) Releases, remises, acquits and forever discharges Agent, each Lender and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary entities, parent entities, and related divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to Loan Agreement and the other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters.

Reaffirmation and Ratification. As a condition to Agent and Lenders entering into this Amendment, continuing to provide financial accommodations to Borrower and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Borrower The Loan Parties hereby: (a) Acknowledges 1. acknowledge and agree that the Loan Liens and security interests created under the Security Agreement has been amended by this Amendment as and the other Security Documents in favor of the Amendment No. 2 Effective Date; and (b) Acknowledges and confirms that notwithstanding Administrative Agent for the execution of this Amendment and the consummation benefit of the transactions contemplated hereby Secured Parties and securing payment of all “Obligations” (including, without limitation, all prior loans or any other facts or circumstances (aadvances made to the Borrower by the Lenders) all terms and provisions contained in outstanding pursuant to the guaranties and the Loan Documents to which such Person is a party, are, and Credit Agreement shall remain, remain in full force and effect in accordance with respect to the Obligations and are hereby and thereby reaffirmed, 2. acknowledge and reaffirm their respective terms obligations as the same may have been set forth in each Loan Document (as amended and/or restated in connection with the transactions contemplated or otherwise modified by this Amendment Fifth Amendment), including, without limitationlimitations, the increase in the dollar amount of the all Obligations and (b) the security interests and liens heretofore granted, pledged and/or assigned as security for such Person’s obligations to Agent and Lenders shall not be impaired, limited or affected in any manner whatsoever by reason of such Person entering into this Amendment; and (c) Represents, warrants, and confirms the non-existence of any offsets, defenses, or counterclaims to its respective obligations under the Loan Documents or other documents to which such Person is a party; and (d) Acknowledges and confirms that any security interests and liens heretofore granted, pledged and/or assigned as security to Agent for its benefit and the benefit of Lenders under the Loan Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Fifth Amendment), 3. agree to continue to comply with, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to them set forth in each Loan Document (as amended or otherwise modified by this Fifth Amendment), which remain in full force and effect, and 4. confirm, ratify and reaffirm that (i) the guarantees and indemnities given by them pursuant to the Credit Agreement and/or any other Loan Documents continue in full force and effect effect, following and notwithstanding the amendments thereto pursuant to this Fifth Amendment, and (ii) the security interest granted to Administrative Agent, for the benefit of the Secured Parties, pursuant to the Loan Documents in all of their right, title, and interest in all then existing and thereafter acquired or arising Collateral in order to secure prompt payment and performance of the Obligations, is continuing and is and shall remain unimpaired and continue to constitute a first priority security interest (subject to Permitted Liens) in favor of Lender; and (e) Releases, remises, acquits and forever discharges the Administrative Agent, each Lender and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary entities, parent entities, and related divisions (all for the benefit of the foregoing hereinafter called Secured Parties, with the “Released Parties”)same force, from any effect and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or priority in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties effect immediately prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to Loan Agreement and the other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in entering into this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released MattersFifth Amendment.

Reaffirmation and Ratification. As a condition The undersigned Obligors each hereby (a) represents and warrants to Administrative Agent and Lenders entering into this Amendment, continuing to provide financial accommodations to Borrower and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Borrower hereby: (a) Acknowledges that the Loan Agreement has been amended by this Amendment as of the Amendment No. 2 Effective Date; and (b) Acknowledges execution, delivery, and confirms that notwithstanding the execution performance of this Amendment Agreement (i) are within its powers, (ii) have been duly authorized by all necessary action, and (iii) do not and will not, by the consummation passage of time, the transactions contemplated hereby giving of notice or otherwise, (w) require any Governmental Approval or violate any Applicable Law relating to any Obligor or any of their Subsidiaries, (x) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other facts organizational documents of any Obligor or circumstances (a) all terms and provisions contained in the guaranties and the Loan Documents any of their Subsidiaries or any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (y) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents or (z) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (b) consents to the amendment of the Security Agreement as set forth in this Agreement and any waivers granted herein; (c) acknowledges and reaffirms its obligations owing to the Lender Group and the Bank Product Providers under any Loan Document to which it is a party, are, ; (d) agrees that each of the Loan Documents to which it is a party is and shall remain, remain in full force and effect effect; (e) (i) reaffirms, acknowledges, agrees and confirms that it has granted to Administrative Agent a perfected security interest in the Collateral pursuant to the Loan Documents in order to secure all of its present and future Debt to the Lender Group and the Bank Product Providers and ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Credit Agreement, the Security Agreement or any other Loan Document to Administrative Agent, on behalf and for the benefit of each member of the Lender Group and each Bank Product Provider, as collateral security for the obligations under the Loan Documents in accordance with their respective terms terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the same may have been amended and/or restated in connection with the transactions contemplated by this Amendment date hereof (including, without limitation, after giving effect to this Agreement); and (f) represents and warrants that it has read and understands this Agreement, has consulted with and been represented by independent legal counsel of its own choosing in negotiations for and the increase preparation of such Loan Documents, has read such Loan Documents in full and final form, and has been advised by its counsel of its rights and obligations hereunder and thereunder. Without limiting the generality of the foregoing, each of the undersigned hereby restates, ratifies and reaffirms each and every term and condition set forth in the dollar amount of Credit Agreement, the Obligations and (b) the security interests and liens heretofore granted, pledged and/or assigned as security for such Person’s obligations to Agent and Lenders shall not be impaired, limited or affected in any manner whatsoever by reason of such Person entering into this Amendment; and (c) Represents, warrants, and confirms the non-existence of any offsets, defenses, or counterclaims to its respective obligations under the Loan Documents or other documents to which such Person is a party; and (d) Acknowledges and confirms that any security interests and liens heretofore granted, pledged and/or assigned as security to Agent for its benefit and the benefit of Lenders under the Loan Security Agreement and the other Loan Documents continue in full force and effect in favor of Lender; and (e) Releases, remises, acquits and forever discharges Agent, each Lender and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary entities, parent entities, and related divisions (all to which it is a party effective as of the foregoing hereinafter called date hereof and as amended by this Agreement. All Obligations are unconditionally owing by the “Released Parties”undersigned Obligors to the Lender Group and the Bank Product Providers, without offset, defense (other than defense of payment), from any and all actions and causes of actionwithholding, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses counterclaim or deduction of any and every characterkind, known nature or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to Loan Agreement and the other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Mattersdescription whatsoever.

Reaffirmation and Ratification. As a condition The undersigned Credit Parties each hereby (a) represents and warrants to the Administrative Agent and Lenders entering into this Amendment, continuing to provide financial accommodations to Borrower and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Borrower hereby: (a) Acknowledges that the Loan Agreement has been amended by this Amendment as of the Amendment No. 2 Effective Date; and (b) Acknowledges execution, delivery, and confirms that notwithstanding the execution performance of this Amendment (i) are within its powers, (ii) have been duly authorized by all necessary action, and (iii) do not and will not, by the consummation passage of time, the transactions contemplated hereby giving of notice or otherwise, (w) require any Governmental Approval or violate any Applicable Law relating to any Credit Party or any of their Subsidiaries, (x) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other facts organizational documents of any Credit Party or circumstances (a) all terms and provisions contained in the guaranties and the Loan Documents any of their Subsidiaries or any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, (y) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents or (z) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment; (b) acknowledges and reaffirms its obligations owing to the Lender Group and the Bank Product Providers under any Loan Document to which it is a party, are, ; (c) agrees that each of the Loan Documents to which it is a party is and shall remain, remain in full force and effect effect; (d) (i) reaffirms, acknowledges, agrees and confirms that it has granted to the Administrative Agent a perfected security interest in the Collateral pursuant to the Loan Documents in order to secure all of its present and future Debt to the Lender Group and the Bank Product Providers and ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Credit Agreement, the Security Agreement or any other Loan Document to the Administrative Agent, on behalf and for the benefit of each member of the Lender Group and each Bank Product Provider, as collateral security for the obligations under the Loan Documents in accordance with their respective terms terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the same may have been amended and/or restated in connection with the transactions contemplated by this Amendment date hereof (including, without limitation, after giving effect to this Amendment); and (e) represents and warrants that it has read and understands this Amendment, has consulted with and been represented by independent legal counsel of its own choosing in negotiations for and the increase preparation of such Loan Documents, has read such Loan Documents in full and final form, and has been advised by its counsel of its rights and obligations hereunder and thereunder. Without limiting the generality of the foregoing, each of the undersigned hereby restates, ratifies and reaffirms each and every term and condition set forth in the dollar amount of Credit Agreement, the Obligations and (b) the security interests and liens heretofore granted, pledged and/or assigned as security for such Person’s obligations to Agent and Lenders shall not be impaired, limited or affected in any manner whatsoever by reason of such Person entering into this Amendment; and (c) Represents, warrants, and confirms the non-existence of any offsets, defenses, or counterclaims to its respective obligations under the Loan Documents or other documents to which such Person is a party; and (d) Acknowledges and confirms that any security interests and liens heretofore granted, pledged and/or assigned as security to Agent for its benefit and the benefit of Lenders under the Loan Security Agreement and the other Loan Documents continue in full force and effect in favor of Lender; and (e) Releases, remises, acquits and forever discharges Agent, each Lender and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary entities, parent entities, and related divisions (all to which it is a party effective as of the foregoing hereinafter called date hereof and as amended by this Amendment. All Obligations are unconditionally owing by the “Released Parties”undersigned Credit Parties to the Lender Group and the Bank Product Providers, without offset, defense (other than defense of payment), from any and all actions and causes of actionwithholding, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses counterclaim or deduction of any and every characterkind, known nature or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to Loan Agreement and the other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Mattersdescription whatsoever.

Reaffirmation and Ratification. As a condition to Agent and Lenders entering into this Amendment, continuing to provide financial accommodations to Borrower and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Borrower The Loan Parties hereby: (a) Acknowledges acknowledge and agree that the Loan Liens and security interests created under the Security Agreement has been amended by this Amendment as and the other Security Documents in favor of the Amendment No. 2 Effective Date; and (b) Acknowledges and confirms that notwithstanding Administrative Agent for the execution of this Amendment and the consummation benefit of the transactions contemplated hereby Secured Parties and securing payment of all “Obligations” (including, without limitation, all prior loans or any other facts or circumstances (aadvances made to the Borrower by the Lenders) all terms and provisions contained in outstanding pursuant to the guaranties and the Loan Documents to which such Person is a party, are, and Credit Agreement shall remain, remain in full force and effect in accordance with respect to the Obligations and are hereby and thereby reaffirmed, (b) acknowledge and reaffirm their respective terms obligations as the same may have been set forth in each Loan Document (as amended and/or restated in connection with the transactions contemplated or otherwise modified by this Amendment Fourth Amendment), including, without limitationlimitations, all Obligations under the increase in Credit Agreement and the dollar amount of the Obligations and other Loan Documents (b) the security interests and liens heretofore granted, pledged and/or assigned as security for such Person’s obligations to Agent and Lenders shall not be impaired, limited amended or affected in any manner whatsoever otherwise modified by reason of such Person entering into this Fourth Amendment; and), (c) Represents, warrantsagree to continue to comply with, and confirms be subject to, all of the non-existence of any offsetsterms, defensesprovisions, conditions, covenants, agreements and obligations applicable to them set forth in each Loan Document (as amended or counterclaims to its respective obligations under the Loan Documents or other documents to otherwise modified by this Fourth Amendment), which such Person is a party; remain in full force and effect, and (d) Acknowledges confirm, ratify and confirms reaffirm that (i) the guarantees and indemnities given by them pursuant to the Credit Agreement and/or any security interests and liens heretofore granted, pledged and/or assigned as security to Agent for its benefit and the benefit of Lenders under the Loan Agreement and the other Loan Documents continue in full force and effect effect, following and notwithstanding the amendments thereto pursuant to this Fourth Amendment, and (ii) the security interest granted to Administrative Agent, for the benefit of the Secured Parties, pursuant to the Loan Documents in all of their right, title, and interest in all then existing and thereafter acquired or arising Collateral in order to secure prompt payment and performance of the Obligations, is continuing and is and shall remain unimpaired and continue to constitute a first priority security interest (subject to Permitted Liens) in favor of Lender; and (e) Releases, remises, acquits and forever discharges the Administrative Agent, each Lender and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary entities, parent entities, and related divisions (all for the benefit of the foregoing hereinafter called Secured Parties, with the “Released Parties”)same force, from any effect and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or priority in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties effect immediately prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to Loan Agreement and the other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in entering into this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released MattersFourth Amendment.

Reaffirmation and Ratification. As Each of the Loan Parties as borrower, debtor, grantor, chargor, pledgor, assignor, guarantor, or in any other capacity in which such Loan Party grants Liens or security interests in its property, assets or undertakings or acts as a condition to Agent and Lenders entering into this Amendmentguarantor or co-obligor, continuing to provide financial accommodations to Borrower and for other good and valuable considerationas the case may be, receipt and sufficiency of which are hereby acknowledged, Borrower hereby: (a) Acknowledges that the Loan Agreement has been amended by this Amendment as of the Amendment No. 2 Effective Date; and (b) Acknowledges restates, ratifies and confirms that notwithstanding the execution of this Amendment reaffirms each and the consummation of the transactions contemplated hereby or any other facts or circumstances (a) all terms every term and provisions contained condition set forth in the guaranties and the Loan Documents to which such Person is a partyCredit Agreement, are, and shall remain, in full force and effect in accordance with their respective terms as the same may have been amended and/or restated in connection with the transactions contemplated by this Amendment including, without limitationhereby, the increase in U.S. Security Agreement, as amended on the dollar amount of the Obligations and (b) the security interests and liens heretofore granteddate hereof, pledged and/or assigned as security for such Person’s obligations to Agent and Lenders shall not be impaired, limited or affected in any manner whatsoever by reason of such Person entering into this Amendment; and (c) Represents, warrants, and confirms the non-existence of any offsets, defenses, or counterclaims to its respective obligations under the Loan Documents or other documents to which such Person is a party; and (d) Acknowledges and confirms that any security interests and liens heretofore granted, pledged and/or assigned as security to Agent for its benefit and the benefit of Lenders under the Loan Agreement and the other Loan Documents to which it is a party, (b) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Credit Agreement, as amended hereby, the U.S. Security Agreement, as amended by the First Amendment to the Security Agreement, and the other Loan Documents to which it is a party, and (c) to the extent such Loan Party granted Liens on or security interests in any of its property, assets or undertakings pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations, ratifies and reaffirms such guarantee and grant of security interests and Liens and confirms and agrees that such security interests and Liens shall continue in full force and effect in favor and ranks as continuing security for the payment and discharge of Lender; and the liabilities and obligations secured or guaranteed thereunder (eas the case may be) Releasesincluding, remiseswithout limitation, acquits and forever discharges Agent, each Lender and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary entities, parent entities, and related divisions (all of the foregoing hereinafter called Obligations and the “Released Parties”)Secured Obligations, from any and all actions and causes of actionin each case, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any as amended hereby. Each of the Released Loan Parties prior hereby agrees and consents to this Amendment and including to the date of execution hereofdocuments and agreements referred to herein. The U.S. Borrower hereby ratifies its liability for the Obligations and the Secured Obligations, and in any way directly or indirectly arising out of or in any way connected the Canadian Borrower hereby ratifies its liability for the Foreign Obligations and Foreign Secured Obligations. The Required Lenders hereby authorize the Administrative Agent to Loan enter into the First Amendment to the Security Agreement and the any other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in relating to this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released MattersFirst Amendment.

Reaffirmation and Ratification. As a condition to Agent and Lenders entering into this Amendment, continuing to provide financial accommodations to Borrower and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Borrower hereby: (a) Acknowledges that the Loan Agreement has been amended by this Amendment as of the Amendment No. 2 1 Effective Date; and (b) Acknowledges and confirms that notwithstanding the execution of this Amendment and the consummation of the transactions contemplated hereby or any other facts or circumstances (a) all terms and provisions contained in the guaranties and the Loan Documents to which such Person is a party, are, and shall remain, in full force and effect in accordance with their respective terms as the same may have been amended and/or restated in connection with the transactions contemplated by this Amendment including, without limitation, the increase in the dollar amount of the Obligations and (b) the security interests and liens heretofore granted, pledged and/or assigned as security for such Person’s obligations to Agent and Lenders shall not be impaired, limited or affected in any manner whatsoever by reason of such Person entering into this Amendment; and (c) Represents, warrants, and confirms the non-existence of any offsets, defenses, or counterclaims to its respective obligations under the Loan Documents or other documents to which such Person is a party; and (d) Acknowledges and confirms that any security interests and liens heretofore granted, pledged and/or assigned as security to Agent for its benefit and the benefit of Lenders under the Loan Agreement and the other Loan Documents continue in full force and effect in favor of Lender; and (e) Releases, remises, acquits and forever discharges Agent, each Lender and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary entities, parent entities, and related divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to Loan Agreement and the other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters.

Reaffirmation and Ratification. As a condition to Agent and Lenders entering into this Amendment, continuing to provide financial accommodations to Borrower and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Borrower hereby: (a) Acknowledges that Each Loan Party hereto as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Person grants Liens in its property or otherwise acts as accommodation party or guarantor, as the case may be pursuant to the Loan Documents, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Facility Agreement has been amended by this Amendment as and each other Loan Document to which it is a party (after giving effect hereto) and (ii) ratifies and reaffirms all Liens and security interests granted in such Loan Party’s property and assets pursuant to any Loan Documents and all guarantees of the Amendment No. 2 Effective Date; and Obligations under the Loan Documents (band the validity and enforceability thereof) Acknowledges and confirms and agrees and acknowledges that notwithstanding such Liens, security interests and guarantees, and all Collateral heretofore pledged as security for the execution of Obligations, continue to be and remain Collateral and security for the Obligations from and after the date hereof. Each Loan Party hereto hereby consents to this Amendment and acknowledges that the consummation of the transactions contemplated hereby or any Facility Agreement and each other facts or circumstances (a) all terms and provisions contained in the guaranties and the Loan Documents to which such Person is a party, are, and shall remain, Document remains in full force and effect in accordance with their respective terms as the same may have been amended and/or restated in connection with the transactions contemplated by and is hereby ratified and reaffirmed. The execution and delivery of this Amendment includingshall not operate as a waiver of any right, without limitationpower or remedy of Agent, the increase in the dollar amount Lenders or any other Secured Party, constitute a waiver of any provision of the Obligations and Facility Agreement or any other Loan Document or serve to effect a novation of any obligations (including the Obligations). (b) the security interests and liens heretofore grantedEach Loan Party hereby ratifies, pledged and/or assigned as security for such Person’s obligations to Agent and Lenders shall not be impaired, limited or affected in any manner whatsoever by reason of such Person entering into this Amendment; and (c) Represents, warrants, reaffirms and confirms the non-existence of any offsets, defenses, or counterclaims to its respective obligations under the each Loan Documents or other documents Document to which such Person it is a party; and (d) Acknowledges , and confirms its payment and performance obligations, contingent or otherwise, thereunder and does hereby acknowledge that any security interests and liens heretofore granted, pledged and/or assigned as security to rights granted thereby in favor of Agent (for its benefit and the benefit of Lenders the other Secured Parties) are and shall remain in full force and effect subsequent to the date of this Amendment and the First Amendment Effective Date, as though each such Loan Document was executed in full by such Loan Party as of the date hereof, subject to any amendments made to the Loan Documents pursuant to this Amendment on the the date of this Amendment or the First Amendment Effective Date. Each Loan Party also hereby ratifies, reaffirms and confirms all prior and/or concurrent grants of security interests and Liens or “control” (within the meaning of Articles 8 and 9 under the applicable UCC, “Control”) in favor of Agent or any other Secured Party in all of such Loan Party’s right, title, and interest in, to, and under the Collateral under each Loan Document. (c) Each Loan Party confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to Agent or any Secured Party or to grant to Agent or any other Secured Party a security interest in or Lien on, any collateral (including the Collateral) or to provide Control to Agent or any other Secured Party as security for the obligations (including the Obligations) of any Loan Party, as the case may be, from time to time existing in respect of the Facility Agreement (as amended hereby), or any other Loan Document, such pledge or assignment or grant of the security interest or Lien or Control is hereby ratified, reaffirmed and confirmed in all respects, and shall constitute and be deemed a pledge or assignment or grant of the security interest or Lien or Control under the Facility Agreement and the other Loan Documents continue in full force and effect in favor Documents. Without limiting the generality of Lender; and (e) Releases, remises, acquits and forever discharges Agentthe foregoing, each Lender Loan Party hereby confirms and their respective employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary entities, parent entities, and related divisions agrees that any security interest or Lien granted (all of or Control provided) in any Loan Document shall secure the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and obligations (including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to Loan Obligations) under the Facility Agreement and the other Loan Documents (Documents, as applicable. Each Loan Party hereby further ratifies, reaffirms and confirms the validity and enforceability of all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended Liens and security interests heretofore granted and Control provided, pursuant to be in full satisfaction of all or any alleged injuries or damages arising and in connection with any Loan Document, to Agent or any other Secured Party, as collateral security for the Released Mattersobligations (including the Obligations) under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests and Control, and all Collateral heretofore pledged as security for such obligations (including the Obligations), continue to be and remain collateral for such obligations (including Obligations) from and after the date hereof.