Common use of Reaffirmation of Guarantee and Security Clause in Contracts

Reaffirmation of Guarantee and Security. (a) The Borrower and each other Loan Party, by its signature below, hereby (i) agrees that, notwithstanding the effectiveness of this Refinancing Facility Agreement, the Security Documents continue to be in full force and effect and (ii) affirms and confirms its guarantee of the Obligations (after giving effect to this Refinancing Facility Agreement) and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations (after giving effect to this Refinancing Facility Agreement), all as provided in the Security Documents as originally executed (and giving effect to this Refinancing Facility Agreement), and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended and Restated Credit Agreement (after giving effect to this Refinancing Facility Agreement) and the other Loan Documents. (b) The Borrower and each other Loan Party hereby consents to this Refinancing Facility Agreement and the transactions contemplated hereby. Neither this Refinancing Facility Agreement nor the effectiveness of the Amended and Restated Credit Agreement nor the transactions contemplated hereby or thereby discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the Refinancing Facility Agreement Effective Date in favor of the Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing contained herein or in the Amended and Restated Credit Agreement shall be construed as a novation or a termination of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as expressly set forth herein or as modified hereby (including by the Amended and Restated Credit Agreement). (c) Except as expressly set forth herein or in the Amended and Restated Credit Agreement, this Refinancing Facility Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan Document in similar or different circumstances. After the Refinancing Facility Agreement Effective Date, as used in the Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Amended and Restated Credit Agreement and any reference to the Existing Credit Agreement in any Loan Document shall mean the Existing Credit Agreement as amended and restated hereby.

Reaffirmation of Guarantee and Security. (a) The Borrower and each other Loan Party, by its signature below, hereby Each of (i) the Guarantors reaffirms that its guarantee of the Obligations under the Guarantee Agreement and (ii) the Loan Parties agrees that, notwithstanding on and after the effectiveness of this Refinancing Facility AgreementAmendment and Restatement Effective Date, the Security Documents to which it is a party, if any, in each case, shall continue to be in full force and effect effect, and (ii) affirms and confirms its guarantee of the Obligations (after giving effect to this Refinancing Facility Agreement) and the pledge of and/or grant of a security interest in its assets as Liens on the Collateral to secure such the Obligations (after giving effect pursuant to this Refinancing Facility Agreement)each Security Document to which it is a party, all as provided in the Security Documents as originally executed (and giving effect to this Refinancing Facility Agreement)each case, and acknowledges and agrees that such guarantee, pledge and/or grant shall continue in full force and effect and shall extend to the obligations of the Loan Parties under the Loan Documents, including the Amended and Restated Credit Agreement. (b) Upon the Amendment and Restatement Effective Date, the Dutch Pledge shall secure the Secured Obligations (as defined in respect of, and to secure, such Obligations the Dutch Pledge) under the Amended and Restated Credit Agreement (after giving effect to by virtue of the Existing Credit Agreement being amended and restated by this Refinancing Facility Restatement Agreement) and the other Loan Documents. (bc) The Borrower and each other Loan Party hereby consents to execution, delivery, performance or effectiveness of this Refinancing Facility Restatement Agreement and the transactions contemplated hereby. Neither this Refinancing Facility Amended and Restated Credit Agreement nor do not: (i) impair the effectiveness of the Guarantee granted pursuant to the Guarantee Agreement, (ii) impair the validity or effectiveness of the Liens granted pursuant to the Security Documents (and such Liens shall continue unimpaired to secure repayment of all Obligations, whether heretofore or hereafter incurred), or (iii) require that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens, other than such new filings and other actions that are being taken (x) pursuant to the terms of this Restatement Agreement and the Amended and Restated Credit Agreement on the Amendment and Restatement Effective Date and (y) pursuant to Section 5.15 of the Amended and Restated Credit Agreement nor the transactions contemplated hereby or thereby discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the Refinancing Facility Agreement Effective Date in favor of the Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing contained herein or in the Amended and Restated Credit Agreement shall be construed as a novation or a termination of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as expressly set forth herein or as modified hereby (including by the Amended and Restated Credit Agreement). (c) Except as expressly set forth herein or in the Amended and Restated Credit Agreement, this Refinancing Facility Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan Document in similar or different circumstances. After the Refinancing Facility Agreement Effective Date, as used in the Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Amended and Restated Credit Agreement and any reference to the Existing Credit Agreement in any Loan Document shall mean the Existing Credit Agreement as amended and restated hereby.

Reaffirmation of Guarantee and Security. (a) The Borrower and each other Loan Party, by its signature below, hereby (i) agrees that, notwithstanding the effectiveness of this Refinancing Facility AgreementAmendment, the Security Documents continue to be in full force and effect (as amended by this Amendment) and (ii) affirms and confirms its guarantee of the Obligations (after giving effect to this Refinancing Facility AgreementAmendment) and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations (after giving effect to this Refinancing Facility AgreementAmendment), all as provided in the Security Documents as originally executed (and giving effect to this Refinancing Facility Agreement)Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended and Restated Credit Agreement (after giving effect to this Refinancing Facility Agreement) and the other Loan Documents. (ba) The Borrower and each other Loan Party hereby consents to this Refinancing Facility Agreement Amendment and the transactions contemplated hereby. Neither this Refinancing Facility Agreement Amendment nor the effectiveness of the Amended and Restated Credit Agreement nor or the transactions contemplated hereby or thereby discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the Refinancing Facility Agreement Amendment No. 2 Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all ObligationsObligations (in each case, after giving effect to this Amendment). Nothing contained herein or in the Amended and Restated Credit Agreement shall be construed as a novation or a termination of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as expressly set forth herein or as modified hereby (including by the Amended and Restated Credit Agreement). (cb) Except as expressly set forth herein or in the Amended and Restated Credit Agreement, this Refinancing Facility Agreement Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan Document in similar or different circumstances. After the Refinancing Facility Agreement Effective Date, as used in the Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Amended and Restated Credit Agreement and any reference to the Existing Credit Agreement in any Loan Document shall mean the Existing Credit Agreement as amended and restated hereby.12

Reaffirmation of Guarantee and Security. (a) The Borrower and each other Each Loan Party, by its signature below, hereby hereby: (a) (i) agrees that, notwithstanding the effectiveness of that after giving effect to this Refinancing Facility AgreementFirst Incremental Amendment, the Security Documents shall continue to be in full force and effect and (ii) affirms and confirms all of its guarantee obligations and liabilities under (A) the Revolving Credit Agreement, (B) that certain ABL Guarantee and Collateral Agreement, dated as of October 25, 2013 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the Obligations “Guarantee and Collateral Agreement”), among Holdings, the Borrower, the other grantors party thereto and the Collateral Agent and (C) each other Loan Document, in each case after giving effect to this Refinancing Facility First Incremental Amendment, including its guarantee of the Secured Obligations (as defined in the Guarantee and Collateral Agreement) and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Secured Obligations (after giving effect to this Refinancing Facility as defined in the Guarantee and Collateral Agreement), all as provided in the Security Documents as originally executed (and giving effect to this Refinancing Facility Agreement)executed, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and/or and grant continue in full force and effect in respect of, and to secure, such the Secured Obligations (as defined in the Guarantee and Collateral Agreement) under the Amended and Restated Revolving Credit Agreement (and the other Loan Documents, in each case after giving effect to this Refinancing Facility Agreement) and the other Loan Documents.First Incremental Amendment; and (b) The Borrower and each other Loan Party hereby consents after giving effect to this Refinancing Facility Agreement and the transactions contemplated hereby. Neither this Refinancing Facility Agreement nor the effectiveness of the Amended and Restated Credit Agreement nor the transactions contemplated hereby or thereby discharge or release the First Incremental Amendment, each Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior granted by it to the Refinancing Facility Agreement Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment under each of the Obligations are in all respects continuing and Loan Documents to which it is a party shall (i) continue in full force and effect with respect during the term of the Revolving Credit Agreement and (ii) continue to all Obligations. Nothing contained herein or secure the Secured Obligations (as defined in the Amended Guarantee and Restated Credit Agreement shall be construed as a novation or a termination of Collateral Agreement), in each case on and subject to the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force terms and effect, except as expressly conditions set forth herein or as modified hereby (including by the Amended and Restated Credit Agreement). (c) Except as expressly set forth herein or in the Amended and Restated Credit Agreement, this Refinancing Facility Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement or any other Loan Document in similar or different circumstances. After the Refinancing Facility Agreement Effective Date, as used in the Amended and Restated Revolving Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” Guarantee and words of similar import shall, unless the context otherwise requires, refer to the Amended and Restated Credit Collateral Agreement and any reference to the Existing Credit Agreement in any other Loan Document shall mean the Existing Credit Agreement as amended and restated herebyDocuments.

Reaffirmation of Guarantee and Security. (a) The Borrower and each other Loan Party, by its signature below, hereby (i) agrees that, notwithstanding the effectiveness of this Refinancing Facility AgreementAmendment, the Security Documents continue to be in full force and effect (as amended by this Amendment) and (ii) affirms and confirms its guarantee of the Obligations (after giving effect to this Refinancing Facility AgreementAmendment) and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations (after giving effect to this Refinancing Facility AgreementAmendment), all as provided in the Security Documents as originally executed (and giving effect to this Refinancing Facility AgreementAmendment), and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended and Restated Credit Agreement (after giving effect to this Refinancing Facility Agreement) Amendment), the Amended and Restated Guarantee and Collateral Agreement and the other Loan Documents. (b) The Borrower and each other Loan Party hereby consents to this Refinancing Facility Agreement Amendment and the transactions contemplated hereby, including the amendment and restatement of the Existing Guarantee and Collateral Agreement. Neither this Refinancing Facility Agreement Amendment nor the effectiveness of the Amended and Restated Credit Agreement or the Amended and Restated Guarantee and Collateral Agreement nor the transactions contemplated hereby or thereby discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the Liens and security interests existing immediately prior to the Refinancing Facility Agreement Amendment Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all ObligationsObligations (in each case, after giving effect to this Amendment). Nothing contained herein or in the Amended and Restated Credit Agreement or the Amended and Restated Guarantee and Collateral Agreement shall be construed as a novation or a termination of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as expressly set forth herein or as modified hereby (including by the Amended and Restated Credit Agreement and the Amended and Restated Guarantee and Collateral Agreement). (c) Except as expressly set forth herein or in the Amended and Restated Credit Agreement or the Amended and Restated Guarantee and Collateral Agreement, this Refinancing Facility Agreement Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent Agents under the Existing Credit Agreement, the Existing Guarantee and Collateral Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, the Existing Guarantee and Collateral Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement, the Amended and Restated Guarantee and Collateral Agreement or any other Loan Document in similar or different circumstances. After the Refinancing Facility Agreement Amendment Effective Date, (i) as used in the Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Amended and Restated Credit Agreement and any reference to the Existing Credit Agreement in any Loan Document shall mean the Existing Credit Agreement as amended and restated hereby and (ii) as used in the Amended and Restated Guarantee and Collateral Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Amended and Restated Guarantee and Collateral Agreement and any reference to the Existing Guarantee and Collateral Agreement in any Loan Document shall mean the Existing Guarantee and Collateral as amended and restated hereby.