Common use of Reaffirmation and Ratification Clause in Contracts

Reaffirmation and Ratification. The Loan Parties hereby: (a) acknowledge and agree that the Liens and security interests created under the Security Agreement and the other Security Documents in favor of the Administrative Agent for the benefit of the Lenders and securing payment of all “Obligations” (including, without limitation, all prior loans or advances made to the Borrower by the Lenders) outstanding pursuant to the Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby and thereby reaffirmed, (b) acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Second Amendment), including, without limitations, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Second Amendment), (c) 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 Second Amendment), which remain in full force and effect, and (d) 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, following and notwithstanding the amendments thereto pursuant to this Second Amendment, and (ii) the security interest granted to Administrative Agent, for the benefit of the Lenders, 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 the Administrative Agent, for the benefit of the Lenders, with the same force, effect and priority in effect immediately prior to entering into this Second Amendment.

Reaffirmation and Ratification. The On the Amendment Effective Date and as of the Initial First-Out Loan Borrowing Date, the Loan Parties hereby: (a) acknowledge and agree that the Liens and security interests created under the Security Agreement and the other Security Documents in favor of the Administrative Agent for the benefit of the Lenders Secured Parties and securing payment of all “Obligations” Obligations (including, without limitation, all prior loans or advances made Obligations arising with respect to the Borrower by the LendersInitial First-Out Loan) outstanding pursuant to the Credit Agreement shall remain in full force and effect with respect to the Obligations (including, without limitation, all Obligations arising with respect to the Initial First-Out Loan) and are hereby and thereby reaffirmed,; (b) acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Second AmendmentAmendment and the Forbearance Agreement), including, without limitationslimitation, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Second AmendmentAmendment and the Forbearance Agreement),; (c) 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 Second AmendmentAmendment and the Forbearance Agreement), which remain in full force and effect, and; (d) 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, following and notwithstanding the amendments thereto pursuant to this Second Amendment, and (ii) the security interest granted to the Administrative Agent, for the benefit of the LendersSecured Parties, pursuant to the Loan Documents in all of their right, title, title and interest in all then existing and thereafter acquired or arising Collateral in order to secure prompt payment and performance of the ObligationsObligations (including, without limitation, all Obligations arising with respect to the Initial First-Out Loan), is continuing and is and shall remain unimpaired and continue to constitute a first priority security interest (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, with the same force, effect and priority in effect immediately prior to entering into this Second Amendment; and (e) confirm, ratify and reaffirm the validity and enforceability of the appointment of the Administrative Agent as attorney-in-fact (and where applicable, its proxy) under each applicable Loan Document and, on the terms and conditions of such appointment under such applicable Loan Document, hereby reappoint the Administrative Agent as attorney-in-fact (and where applicable, its proxy), which appointment is irrevocable and coupled with an interest, in each case with full authority, after the occurrence and during the continuance of an Event of Default, to act for such Loan Party and in the name of such Loan Party, in each case, in accordance with, and to the extent of, its powers as an attorney-in-fact specified in such applicable Loan Document and, in each case, subject to the Forbearance Agreement.

Reaffirmation and Ratification. The Loan Parties hereby: (a) acknowledge and agree that the Liens and security interests created under the Security Agreement and the other Security Documents in favor of the Administrative Agent for the benefit of the Lenders Secured Parties and securing payment of all “Obligations” (including, without limitation, all prior loans or advances made to the Borrower by the Lenders) outstanding pursuant to the Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby and thereby reaffirmed, (b) acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Second Third Amendment), including, without limitations, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Second Third Amendment), (c) 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 Second Third Amendment), which remain in full force and effect, and (d) 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, following and notwithstanding the amendments thereto pursuant to this Second Third Amendment, and (ii) the security interest granted to Administrative Agent, for the benefit of the LendersSecured 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 the Administrative Agent, for the benefit of the LendersSecured Parties, with the same force, effect and priority in effect immediately prior to entering into this Second Third Amendment.

Reaffirmation and Ratification. The On the Amendment Effective Date and as of the Tranche A Additional First-Out Loan Borrowing Date, the Loan Parties hereby: (a) acknowledge and agree that the Liens and security interests created under the Security Agreement and the other Security Documents in favor of the Administrative Agent for the benefit of the Lenders Secured Parties and securing payment of all “Obligations” Obligations (including, without limitation, all prior loans or advances made Obligations arising with respect to the Borrower by the LendersTranche A Additional First-Out Loan) outstanding pursuant to the Credit Agreement shall remain in full force and effect with respect to the Obligations (including, without limitation, all Obligations arising with respect to the Tranche A Additional First-Out Loan) and are hereby and thereby reaffirmed,; (b) acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Second Amendment), including, without limitationslimitation, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Second Amendment),; (c) 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 Second Amendment), which remain in full force and effect, and; (d) 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, following and notwithstanding the amendments thereto pursuant to this Second Amendment, and (ii) the security interest granted to the Administrative Agent, for the benefit of the LendersSecured Parties, pursuant to the Loan Documents in all of their right, title, title and interest in all then existing and thereafter acquired or arising Collateral in order to secure prompt payment and performance of the ObligationsObligations (including, without limitation, all Obligations arising with respect to the Tranche A Additional First-Out Loan), is continuing and is and shall remain unimpaired and continue to constitute a first priority security interest (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, with the same force, effect and priority in effect immediately prior to entering into this Second Amendment; and (e) confirm, ratify and reaffirm the validity and enforceability of the appointment of the Administrative Agent as attorney-in-fact (and where applicable, its proxy) under each applicable Loan Document and, on the terms and conditions of such appointment under such applicable Loan Document, hereby reappoint the Administrative Agent as attorney-in-fact (and where applicable, its proxy), which appointment is irrevocable and coupled with an interest, in each case with full authority, after the occurrence and during the continuance of an Event of Default, to act for such Loan Party and in the name of such Loan Party, in each case, in accordance with, and to the extent of, its powers as an attorney-in-fact specified in such applicable Loan Document.

Reaffirmation and Ratification. The Loan Parties hereby: (a) acknowledge and agree that the Liens and security interests created under the Security Agreement and the other Security Documents in favor of the Administrative Agent for the benefit of the Lenders and securing payment of all “Obligations” (including, without limitation, all prior loans or advances made to the Borrower by the Lenders) outstanding pursuant to the Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby and thereby reaffirmed, (b) acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Second First Amendment), including, without limitations, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Second First Amendment), (c) 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 Second First Amendment), which remain in full force and effect, and (d) 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, following and notwithstanding the amendments thereto pursuant to this Second First Amendment, and (ii) the security interest granted to Administrative Agent, for the benefit of the Lenders, 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 the Administrative Agent, for the benefit of the Lenders, with the same force, effect and priority in effect immediately prior to entering into this Second First Amendment.

Reaffirmation and Ratification. The Loan Parties hereby: : (a) acknowledge and agree that the Liens and security interests created under the Security Agreement and the other Security Documents in favor of the Administrative Agent for the benefit of the Lenders Secured Parties and securing payment of all “Obligations” (including, without limitation, all prior loans or advances made to the Borrower by the Lenders) outstanding pursuant to the Credit Agreement shall remain in full force and effect with respect to the Obligations and are hereby and thereby reaffirmed, , 6 (b) acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Second Third Amendment), including, without limitations, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Second Third Amendment), , (c) 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 Second Third Amendment), which remain in full force and effect, and and (d) 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, following and notwithstanding the amendments thereto pursuant to this Second Third Amendment, and (ii) the security interest granted to Administrative Agent, for the benefit of the LendersSecured 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 the Administrative Agent, for the benefit of the LendersSecured Parties, with the same force, effect and priority in effect immediately prior to entering into this Second Third Amendment.