Common use of Reaffirmation Clause in Contracts

Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Reaffirmation. Each The parties hereto confirm that this Agreement is not intended, nor shall it be deemed or construed, to effect a novation of any liens or indebtedness under the Credit Agreement or to terminate or release any liens, security interests or contractual or legal rights securing all or any part of such indebtedness. Furthermore, each of the Reaffirming Parties, as party Parties hereby: (a) consents to the Credit this Agreement and certain the transactions contemplated hereby and hereby confirms its guarantees, pledges, grants of security interests, acknowledgments, obligations and consents under the Collateral Agreement and the other Security Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed and agrees that notwithstanding the effectiveness of this Agreement and the consummation of the transactions contemplated hereby, such guarantees, pledges, grants of security interests, acknowledgments, obligations and consents shall be, and continue to be, in full force and effect except as expressly set forth herein, (b) ratifies the Security Documents and the other Loan Documents to which it is a party, (c) confirms that all of the Liens and security interests created and arising under the Security Documents to which it is a party remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to unimpaired, uninterrupted and undischarged, and having the Administrative Agent same perfected status and priority as collateral security for the benefit Obligations as existed prior to giving effect to this Agreement, (d) agrees that each of the Secured Parties representations and (B) any guaranties warranties made by it pursuant to each Reaffirming Party in the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document Security Documents to which it is a party shall remainis true and correct as to it in all material respects on and as of the date hereof (except to the extent any such representation or warranty expressly relates to a prior date, in full force which case such representation or warranty was true and effect after giving effect to this Amendmentcorrect in all material respects (without duplication of any materiality qualifier contained therein) as of such prior date), and and (ive) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance it shall take any action reasonably requested by the Borrower when due and payable (whether at Administrative Agent in order to confirm or effect the stated maturity, by acceleration or otherwise) intent of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Reaffirmation. Each of the Reaffirming PartiesObligor, as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Person grants liens or security interests in its property or otherwise acts as accommodation party to or guarantor, as the Credit Agreement and certain of the Collateral Documents and the other Credit Documentscase may be, in each case as amendedcase, supplemented or otherwise modified from time pursuant to timeany Loan Document, hereby (ia) acknowledges confirms, ratifies and agrees that reaffirms all of its obligations payment and performance obligations, contingent or otherwise, under the Credit Agreement, the Collateral Documents Loan Agreement and the each other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Loan Document to which it is a party (after giving effect hereto), (b) confirms and agrees that each Loan Document to which it is a party is, and shall remaincontinue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after giving effect the Effective Date, all references in any such Loan Document to “the Loan Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Loan Agreement shall mean the Loan Agreement as amended by this Amendment, and (ivc) confirms and agrees that, to the extent that any Loan Document to which it is party purports to assign or pledge to the Administrative Agent, for the benefit of the Secured Parties, or to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in or Lien on any Collateral as security for the Secured Obligations of the Obligors from time to time existing in respect of the Loan Agreement (as amended hereby) and the other Loan Documents, or otherwise guaranteed the Secured Obligations under or with respect to the Loan Documents, such guarantee, pledge, assignment and/or grant of the security interest or Lien is hereby ratified, reaffirmed and confirmed in all respects and confirms and agrees that such guarantee, pledge, assignment and/or grant of the security interest or Lien hereafter guarantees and secures all of the Secured Obligations includeas amended hereby. This Amendment does not and shall not affect any of the obligations of the Obligors, among other things and than as expressly provided herein, including, without limitation, the prompt Obligors’ obligations to repay the Advances in accordance with the terms of Loan Agreement or the obligations of the Obligors under any Loan Document to which they are a party, all of which obligations shall remain in full force and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) oneffect. Except as expressly provided herein, the Term Loans under the Amended Agreement. Nothing contained in execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under any Loan Document, shall not constitute a waiver of any provision of any Loan Document, and shall not be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, Secured Obligations which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as party to the Credit Agreement and certain applicable, under each of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed party, and remain agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it and shall accrue to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended AgreementParties. Nothing contained in this Amendment shall be construed as substitution or novation Each of the obligations outstanding under Reaffirming Loan Parties agrees that, neither the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms modification of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Amendment Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (ii) nothing as defined in the Credit Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, this Amendment the transactions contemplated hereby or any other Credit the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementwhich it is party.

Reaffirmation. Each of the Reaffirming PartiesObligors, as party maker, debtor, grantor, pledgor, assignor, obligor, or in other similar capacity in which it incurs obligations to the Credit Agreement and certain Lender or grants liens or security interests in its properties under any of the Collateral Documents and the other Credit Loan Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges ratifies and agrees that reaffirms all of its obligations Obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisand, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent extent it granted liens on or security interests in any of its properties pursuant to any Loan Document as security for the benefit of the Secured Parties and (B) any guaranties made by it pursuant Obligations under or with respect to the Credit AgreementAgreement and the other Loan Documents, (iii) acknowledges hereby ratifies and reaffirms such grant of liens and security interests and confirms and agrees that the grants of such liens and security interests by it contained hereafter secure all of the Obligations, including without limitation, the Obligations arising under the Revolving Credit Facility, as hereby amended, in any Collateral each case as if each reference in such Loan Document to the obligations secured thereby are construed to hereafter mean and refer to such Obligations under the Credit Agreement and other Loan Documents, as hereby amended. Each of Obligors acknowledges that each of the Loan Documents to which it is a party remains in full force and effect, continues to apply to the Obligations, including, but not limited to, the Obligations arising under the Revolving Credit Facility as hereby amended, and is hereby ratified and confirmed. The execution of this Agreement shall remainnot operate as a novation, waiver of any right, power or remedy of Lender nor constitute a waiver of any provision of any of the Loan Documents, except as expressly set forth herein and shall be limited to the particular instance expressly set forth. Each of Obligors confirms and agrees that the Loan Documents and each and every covenant, condition, obligation, representation (except those representations which relate only to a specific date, which are confirmed as of such date only), warranty and provisions set forth therein are, and shall continue to be, in full force and effect after giving effect to this Amendmentand are hereby confirmed, reaffirmed and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained ratified in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementall respects.

Reaffirmation. (a) Each of the Reaffirming Parties, as party Parties (i) hereby acknowledges receipt of a copy of the Credit Agreement and consents to the Credit Agreement and certain of the Collateral Documents and transactions contemplated thereby (including the other Credit DocumentsTransactions) (ii) without limiting its obligations under, in each case as amendedor the provisions of, supplemented or otherwise modified from time to timethe Subsidiary Guaranty, hereby confirms its respective guarantees, as applicable, under the Subsidiary Guaranty, (iiii) acknowledges and agrees that all of without limiting its obligations under, or the provisions of, the Security Agreement or the Pledge Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Credit Security Agreement, the Collateral Documents Pledge Agreement and each of the other Credit Loan Documents to which it is a party party, (iv) without limiting its obligations under, or the provisions of, any Loan Document, hereby confirms that the obligations of the Borrower under the Credit Agreement are reaffirmed entitled to the benefits of the guarantees and remain the security interests set forth or created in the Guarantee Agreement, the Security Agreement, the Pledge Agreement and the other Loan Documents and constitute “Obligations,” “Guaranteed Obligations,” “Secured Obligations” or other similar terms, as applicable, for purposes thereof, (v) hereby agrees that, notwithstanding the effectiveness of the Credit Agreement and the Transactions, such guarantees, and pledges and grants of security interests, as applicable, shall continue to be in full force and effect on a continuous basisand shall continue to apply to the Credit Agreement and to continue to inure to the benefit of the Lenders and the other Secured Parties, (iivi) reaffirms (A) each Lien granted by it hereby ratifies and confirms its prior grant of Liens pursuant to the Loan Documents and that all Liens granted, conveyed, or assigned to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it such Person pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Loan Document to which it is a party shall remain, remain in full force and effect after giving effect to this Amendmentthe Credit Agreement, are not released or reduced, and continue to secure full payment and performance of the obligations under the Credit Agreement and (ivvii) agrees that the Obligations include, among other things and without limitationSubsidiary Guaranty, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) onSecurity Agreement, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Pledge Agreement or and the other Credit Documents, Loan Documents to which it is a party are and shall remain continue to be in full force and effect, are hereby in all respects ratified and confirmed and that the terms and conditions thereof shall remain unchanged except as contemplated by this Agreement (such consents, confirmations and agreements, collectively, the “Reaffirmation”). (b) Each of the Reaffirming Parties further agrees to take any extent modified hereby Each Guarantor acknowledges action required and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required reasonably requested by the terms Administrative Agent to ensure compliance by the Borrower with the provisions of Section 6.12 of the Credit Agreement or any other Credit and hereby reaffirms its obligations under each similar provision of each Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementwhich it is a party.

Reaffirmation. Each Except as modified hereby, all of the Reaffirming Parties, as party to the Credit Agreement terms and certain provisions of the Collateral Documents First Lien ISDA Master Agreement and the other Credit Documents, Transaction Documents remain in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges full force and agrees that all effect. For the avoidance of its obligations under the Credit Agreementdoubt, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and Fee Letter (including any amendments or supplements) thereto shall remain in full force and effect on a continuous basisand after the Effective Date and the Parties agree, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit avoidance of doubt, that this extension shall not be a “refinancing” and the Secured Parties and (B) any guaranties made by it pursuant Monthly Base Fee shall continue to the Credit Agreement, (iii) acknowledges and apply. Party B hereby agrees that the grants amendments and modifications herein contained shall in no manner affect (other than expressly provided herein) or impair the Obligations or the Liens securing the payment and performance thereof. On and after the date hereof, each reference in the First Lien ISDA Master Agreement to “this Agreement”, “hereunder”, “hereof” or words of security interests like import referring to the First Lien ISDA Master Agreement, and each reference in each of the other Transaction Documents to “the Intermediation Agreement”, “the First Lien ISDA Master Agreement”, “thereunder”, “thereof” or words of like import referring to the First Lien ISDA Master Agreement, shall mean and be a reference to the First Lien ISDA Master Agreement, as amended by it this Amendment. Except as expressly provided herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Party A under the First Lien ISDA Master Agreement or the other Transaction Documents, nor alter, modify, amend or in any way affect any of the obligations or covenants contained in any Collateral Document the First Lien ISDA Master Agreement or the other Transaction Documents, all of which are ratified and confirmed in all respects and shall continue in full force and effect. For all purposes of this Amendment, the First Lien ISDA Master Agreement, the other Transaction Documents, and this Amendment shall each constitute a “Transaction Document”. Each of Party B, Par LLC and McChord Pipeline Co. hereby ratifies and confirms all of its obligations and liabilities under the Transaction Documents to which it is a party shall remainparty, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent expressly modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementherein.

Reaffirmation. Each In connection with the execution and delivery of the Reaffirming PartiesAmended and Restated Credit Agreement, each Obligor, as borrower, debtor, grantor, mortgagor, pledgor, guarantor or assignor, or in any other similar capacities in which such Person grants Liens or security interests in its Property or otherwise acts as an accommodation party to or guarantor, as the Credit Agreement and certain of the Collateral Documents and the other Credit Documentscase may be, in each any case as amended, supplemented or otherwise modified from time to timeunder the Existing Collateral Documents, hereby (i) acknowledges ratifies and agrees that reaffirms all of its payment, performance and observance obligations and liabilities, whether contingent or otherwise, under the Credit Agreementeach of such Existing Collateral Documents, the Collateral Documents and the other Credit Documents as amended hereby, to which it is a party party, and (ii) to the extent such Person granted Liens on or security interests in any of its Property pursuant to any such Existing Collateral Document as security for the Liabilities of such Person under or with respect to the Existing Collateral Documents or any of the other Loan Documents, ratifies and reaffirms such grant of security and confirms and agrees that such Liens and security interests hereafter secure all of the Liabilities of such Person and the other Obligors, as applicable, under the Existing Collateral Documents, as amended hereby, in each case including, without limitation, all additional obligations, indebtedness and liabilities resulting from the Amended and Restated Credit Agreement, and as if each reference in such Existing Collateral Documents, as amended hereby, to the obligations, indebtedness and liabilities secured thereby are reaffirmed construed hereafter to mean and remain refer to such obligations, indebtedness and liabilities under the Amended and Restated Credit Agreement and the other Loan Documents, including, without limitation, the Existing Collateral Documents, as amended hereby. Each Obligor acknowledges receipt of a copy of the Amended and Restated Credit Agreement and the Loan Documents executed and delivered in connection therewith and acknowledges that each of the Existing Collateral Documents, as amended hereby, remains in full force and effect on and hereby is ratified and confirmed. The execution and delivery of this Agreement, and the performance of the Obligors’ obligations hereunder, shall not (i) operate as a continuous basiswaiver of any right, power or remedy of the Agent or the Lenders, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit constitute a waiver of any provision of any of the Secured Parties and (B) any guaranties made by it pursuant to the Credit AgreementExisting Collateral Documents, or (iii) acknowledges and agrees that constitute a novation of any of the grants of security interests by it contained in any Collateral Document to which it is a party shall remainLiabilities or other obligations under the Initial Credit Agreement or the Loan Documents (including, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans Existing Collateral Documents). Each Obligor agrees that this Agreement constitutes a “Loan Document” under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Restated Credit Agreement.

Reaffirmation. Each (i) The Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Reaffirming Parties, as party to this Agreement and the Credit Agreement and certain of consents to the Collateral Documents amendments and modifications effected hereby and thereby. The Borrower and each Guarantor hereby agrees and confirms, both before and after giving effect to the other amendments to the Existing Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement effected by this Agreement, the Collateral Documents and the other Credit Documents to which that it is a party are reaffirmed to and remain is bound by the Guaranty and Collateral Agreement as a grantor of collateral under the Guaranty and Collateral Agreement and (except in the case of the Borrower) as a guarantor thereunder, by virtue of its having been an original signatory thereto, a successor to such an original signatory or a signatory to a supplement thereto. The Guaranty and Collateral Agreement is and shall continue to be in full force and effect on and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Guaranty and Collateral Agreement and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined therein. The Borrower hereby reaffirms its grant of, and hereby grants, a continuous basis, security interest in the Collateral (iias defined in the Guaranty and Collateral Agreement) reaffirms (A) each Lien granted by it to the Administrative Agent for the ratable benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit AgreementParties, (iii) acknowledges and agrees that the grants of as collateral security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, for the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest onthe Obligations. Each Guarantor hereby reaffirms its grant of, and premium hereby grants, a security interest in the Collateral (if anyas defined in the Guaranty and Collateral Agreement) onto the Administrative Agent, for the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation ratable benefit of the obligations outstanding under Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guarantied Obligations (as defined in the Guaranty and Collateral Agreement). (ii) Holdings hereby acknowledges that it has reviewed the terms and provisions of this Agreement and the Credit Agreement or and consents to the other Credit Documentsamendments and modifications effected hereby and thereby. Holdings hereby agrees and confirms, which shall remain in full force both before and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent after giving effect to the amendments to the Existing Credit Agreement effected pursuant by this Agreement, that it is a party to this Amendment and (ii) nothing is bound by the Guaranty and Pledge Agreement and as a guarantor thereunder, by virtue of its having been an original signatory thereto, a successor to such an original signatory or a signatory to a supplement thereto. The Guaranty and Pledge Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Guaranty and Pledge Agreement and all of the Collateral described therein do and shall continue to secure the payment of all Guarantied Obligations under and as defined therein. Holdings hereby reaffirms its grant of, and hereby grants, a security interest in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require Collateral described in the consent of such Guarantor to any future amendments Guaranty and Pledge Agreement to the Credit AgreementAdministrative Agent for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantied Obligations.

Reaffirmation. Each of the Reaffirming PartiesBy executing and delivering a counterpart hereof, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges each Credit Party hereby agrees that, as of the Second Amendment Effective Date and after giving effect to this Second Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, as of the Second Amendment Effective Date and after giving effect to this Second Amendment, the Security Documents continue to be in full force and effect, (B) agrees as of the Second Amendment Effective Date that all of its obligations the Liens and security interests created and arising under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and each Security Document remain in full force and effect on a continuous basis, (ii) reaffirms (A) and the perfected status and priority of each such Lien granted by it to the Administrative Agent and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to its Obligations under the Credit Agreement, Documents (iiias modified hereby) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainparty, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Second Amendment) and (C) as of the Second Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Second Amendment), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Second Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (as modified hereby) and the other Credit Documents, in each case after giving effect to this Second Amendment, ; and (iviii) each Guarantor agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments amendment to the Credit Agreement.

Reaffirmation. Each In connection with the execution and delivery of the Reaffirming PartiesAmended and Restated Credit Agreement, each Obligor, as borrower, debtor, grantor, mortgagor, pledgor, guarantor or assignor, or in any other similar capacities in which such Person grants Liens or security interests in its Property or otherwise acts as an accommodation party to or guarantor, as the Credit Agreement and certain of the Collateral Documents and the other Credit Documentscase may be, in each any case as amended, supplemented or otherwise modified from time to timeunder the Existing Collateral Documents, hereby (i) acknowledges ratifies and agrees that reaffirms all of its payment, performance and observance obligations and liabilities, whether contingent or otherwise, under the Credit Agreementeach of such Existing Collateral Documents, the Collateral Documents and the other Credit Documents as amended hereby, to which it is a party party, and (ii) to the extent such Person granted Liens on or security interests in any of its Property pursuant to any such Existing Collateral Documents as security for the Liabilities of such Person under or with respect to the Existing Collateral Documents or any of the other Loan Documents, ratifies and reaffirms such grant of security and confirms and agrees that such Liens and security interests hereafter secure all of the Liabilities of such Person and the other Obligors, as applicable, under the Existing Collateral Documents, as amended hereby, in each case including, without limitation, all additional obligations, indebtedness and liabilities resulting from the Amended and Restated Credit Agreement, and as if each reference in such Existing Collateral Documents, as amended hereby, to the obligations, indebtedness and liabilities secured thereby are reaffirmed construed hereafter to mean and remain refer to such obligations, indebtedness and liabilities under the Amended and Restated Credit Agreement and the other Loan Documents, including, without limitation, the Existing Collateral Documents, as amended hereby. Each Obligor acknowledges receipt of a copy of the Amended and Restated Credit Agreement and the Loan Documents executed and delivered in connection therewith and acknowledges that each of the Existing Collateral Documents, as amended hereby, remains in full force and effect on and hereby is ratified and confirmed. The execution and delivery of this Agreement, and the performance of the Obligors’ obligations hereunder, shall not (i) operate as a continuous basiswaiver of any right, power or remedy of the Agent or the Lenders, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit constitute a waiver of any provision of any of the Secured Parties and (B) any guaranties made by it pursuant to the Credit AgreementExisting Collateral Documents, or (iii) acknowledges and agrees that constitute a novation of any of the grants of security interests by it contained in any Collateral Document to which it is a party shall remainLiabilities or other obligations under the Existing Credit Agreement or the Loan Documents (including, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans Existing Collateral Documents). Each Obligor agrees that this Agreement constitutes a “Loan Document” under the Amended and Restated Credit Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.Master Reaffirmation

Reaffirmation. Each of the Reaffirming Parties, Except as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, specifically set forth in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreementthis Amendment, the Collateral Loan Documents and the other Credit Documents to which it is a party are reaffirmed and shall remain in full force and effect on a continuous basisand are hereby reaffirmed, ratified and confirmed. To the extent that any provision of this Amendment conflicts with any terms or conditions set forth in the Loan Documents, the provisions of this Amendment shall supersede and control. Except as expressly provided herein, the execution and delivery of this Amendment shall not: (i) constitute an extension, modification, or waiver of any aspect of the Loan Documents or any right or remedy thereunder; (ii) reaffirms extend the terms of the Loan Documents or the due date of any of the loans set forth therein; (Aiii) each Lien granted by it establish a course of dealing between the Administrative Agent, the Issuing Bank and/or the Lenders and the Loan Parties or give rise to any obligation on the part of the Administrative Agent, the Issuing Bank and/or any Lender to extend, modify or waive any term or condition of the Loan Documents; or (iv) give rise to any defenses or counterclaims to the Administrative Agent for Agent’s, the benefit Issuing Bank’s and/or any Lender’s right to compel payment of any loan or to otherwise enforce its rights and remedies under the Loan Documents. Each of the Secured Loan Parties and (B) any guaranties made by it pursuant to the Credit Agreementrestates, (iii) acknowledges and agrees that the grants Secured Obligations are outstanding without claim, offset, counterclaim, defense or affirmative defense of security interests by it contained in any Collateral Document to which it is a party shall remainkind and the Secured Obligations remain the continuing and individual obligations of the Loan Parties, until the termination of all Commitments, payment and satisfaction in full force and effect after giving effect to this Amendmentin cash of all Secured Obligations (other than Unliquidated Obligations), and (iv) agrees that the cash collateralization of all Unliquidated Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent a manner satisfactory to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementAdministrative Agent.

Reaffirmation. Each of Borrower and each other Obligor (including those that that become party hereto after the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsdate hereof), in each case its respective capacity as amendeda Borrower, supplemented debtor, obligor, grantor, pledgor, guarantor, assignor, or otherwise modified other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Loan Document, hereby acknowledges and agrees to be bound by the provisions of Section 2.22 (including, without limitation, the implementation from time to timetime of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby (i) acknowledges and agrees that all in connection with and after giving effect to any Conforming Changes: (a) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (b) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its obligations under the Credit Agreementproperties relating to this Agreement or any other Loan Document shall continue, the Collateral Documents be ratified and the other Credit Documents to which it is a party are reaffirmed be affirmed, and shall remain in full force and effect on a continuous basisand shall not be novated, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties discharged or otherwise impaired and (Bc) any guaranties made by it pursuant to the Credit Agreement, Loan Documents and its obligations thereunder (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration contingent or otherwise) of principal shall continue, be ratified and interest on, be affirmed and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect and shall not be novated, discharged or otherwise impaired. In addition, each Obligor hereby fully waives any requirements to notify such Obligor of any Conforming Changes (except to any extent modified as expressly provided in Section 2.22). In furtherance of the foregoing, each Obligor hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentappoints Administrative Borrower (and Administrative Borrower hereby accepts such appointment) as its agent, such Guarantor is not required by the terms attorney-in-fact and representative for purposes of the Credit Agreement or delivery of any and all documents, instruments, agreements and other Credit Document materials required to consent be delivered by any such party and for all other administrative purposes incidental to any of the amendments to the Credit Agreement effected pursuant to foregoing provisions of this Amendment Section 10.26 and Section 2.22 and (ii) nothing hereby authorizes Administrative Borrower to take such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section 10.26 and Section 2.22 on its behalf. From time to time, Administrative Borrower (both in the Credit Agreementits individual capacity and in its capacity as agent, this Amendment or any agent, attorney-in-fact and representative of each other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments Obligor pursuant to the Credit Agreementimmediately preceding sentence) and the Obligors shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of Section 2.22, or of renewing, continuing, reaffirming or ratifying the rights of Administrative Agent, and the other Secured Parties with respect to the Obligations or the Collateral.

Reaffirmation. Each The Performance Guarantor hereby acknowledges and agrees to be bound by the provisions of Section 4.5 of the Reaffirming PartiesCredit and Security Agreement (including, as party to without limitation, the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified implementation from time to timetime of any Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby (i) acknowledges and agrees that all in connection with and after giving effect to any Benchmark Cessation Changes: (i) its Guaranteed Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its obligations under the Credit Agreementproperties relating to this Undertaking or any other Transaction Document shall continue, the Collateral Documents be ratified and the other Credit Documents to which it is a party are reaffirmed be affirmed, and shall remain in full force and effect on a continuous basisand shall not be novated, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties discharged or otherwise impaired and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges the Transaction Documents and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and its obligations thereunder (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration contingent or otherwise) of principal shall continue, be ratified and interest on, be affirmed and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect and shall not be novated, discharged or otherwise impaired. In addition, the Performance Guarantor hereby fully waives any requirements to notify the Performance Guarantor of any Benchmark Cessation Changes (except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth as expressly provided in this Amendment, such Guarantor is not required by the terms Section 17 or in Section 4.5 of the Credit Agreement and Security Agreement). In furtherance of the foregoing, the Performance Guarantor hereby agrees to take such actions, execute, acknowledge, and deliver, or any cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section 17 on its behalf. From time to time, the Performance Guarantor shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes implementing or effectuating the provisions of the Section 17 and Section 4.5 of the Credit and Security Agreement, or of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent, the and the other Credit Document to consent Secured Parties with respect to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementGuaranteed Obligations.

Reaffirmation. The execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of the Facility Agreement or any other Loan Document or serve to effect a novation of the obligations (including the Obligations). Each of the Reaffirming PartiesBorrower and the Guarantors, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which such Person grants Liens or security interests in its property or otherwise modified from time to timeacts as accommodation party or guarantor, as the case may be, hereby (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Loan Documents and the other Credit Documents (as amended hereby) to which it is a party are reaffirmed (after giving effect hereto), and remain (iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations (as amended hereby). Each of the Borrower and the Guarantors hereby consents to this Amendment and acknowledges that this Amendment is a Loan Document and that each of the Loan Documents (as amended hereby) remains in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit and is hereby ratified and reaffirmed. Neither this Amendment nor any prior amendment of any of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment Loan Documents shall be construed as substitution or novation deemed to be a satisfaction, novation, cure, modification, amendment or release of the obligations outstanding under Obligations, the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Facility Agreement or any of the other Credit Document Loan Documents or establish a course of conduct with respect to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreementfuture requests for amendments, this Amendment modifications or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementconsents.

Reaffirmation. Each of the Reaffirming PartiesCompany and the Subsidiaries as issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other any other similar capacity in which such Person grants Liens (as defined in each of the April Purchase Agreement and the Bridge Purchase Agreement) or security interests in its property or otherwise acts as accommodation party or guarantor, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to timemay be, hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit AgreementBuyer Transaction Documents, including the Collateral Documents and the other Credit Documents Notes (as amended hereby), to which it is a party are reaffirmed (after giving effect hereto), and remain (iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any of the Buyer Transaction Document as security for or otherwise guaranteed the Obligations under or with respect to the Buyer Transaction Documents, ratifies and reaffirms such guarantee and grant of security interests and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations as amended hereby. Each of the Company and the Subsidiaries hereby consents to this Agreement and acknowledges that each of the Buyer Transaction Documents, including the Notes (as amended hereby), remains in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges is hereby ratified and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementreaffirmed.

Reaffirmation. Each Credit Party acknowledges its receipt of a copy of this Amendment and confirms its review of the Reaffirming Parties, as party to terms and conditions hereof and of the Amended Credit Agreement and certain consents to the terms and conditions of this Amendment, the Collateral Documents Amended Credit Agreement and the transactions contemplated hereby and by the Amended Credit Agreement. Each Credit Party hereby (a) reaffirms and confirms its guarantees (including, without limitation, the Guaranteed Obligations and the Secured Obligations in each case referred to and defined in the Guaranty and Security Agreement), pledges, grants of Liens and security interests, agreements and other Credit undertakings under the Loan Documents, including, without limitation, in each case case, such agreements and undertakings as amendedin effect immediately after giving effect to this Amendment and the transactions contemplated hereby and by the Amended Credit Agreement, supplemented or otherwise modified from time to time, hereby (ib) acknowledges and agrees that all of its obligations under nothing in this Amendment, the Amended Credit Agreement, any other Loan Document or any other document or instrument executed, delivered or furnished in connection herewith or therewith shall constitute (or be deemed to constitute) a novation, discharge, reduction, compromise, release or termination of the Collateral Documents Obligations or of such Guaranteed Obligations or Secured Obligations and the other Credit Documents (c) agrees that (i) each Loan Document to which it is a party are reaffirmed and remain or otherwise bound (as amended by this Amendment) shall continue to be in full force and effect on a continuous basiseffect, and each such Loan Document and its obligations thereunder are hereby ratified, confirmed and reaffirmed in all respects, and (ii) reaffirms (A) each Lien granted all guarantees, pledges, grants of Liens and security interests, payment obligations, agreements and other obligations and undertakings by it the Credit Parties shall continue to the Administrative Agent for be in full force and effect, shall be valid and enforceable and shall accrue to the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreementshall not be affected, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainimpaired, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance limited or discharged hereby or by the Borrower when due and payable (whether at the stated maturity, by acceleration transactions contemplated in this Amendment or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Credit Agreement. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the Obligations, the Guaranteed Obligations, the Secured Obligations or any of the terms, conditions, obligations, covenants or agreements contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document in similar or different circumstances, and neither the Administrative Agent, the Collateral Agent nor any other Secured Party has any obligation to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing inform any Guarantor of such matters in the Credit Agreementfuture or to seek any Guarantor’s acknowledgment or agreement to future amendments, this Amendment waivers or any other Credit Document consents, and nothing herein shall be deemed to require the consent of create such Guarantor to any future amendments to the Credit Agreementa duty.

Reaffirmation. Each (a) To induce the Lenders and the Administrative Agent to enter into this Amendment, each of the Reaffirming PartiesLoan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time prior to time, hereby (i) or as of the date hereof . The Borrower acknowledges and agrees that all each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. (b) In furtherance of the foregoing clause (a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Party”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. In addition, each Reaffirming Party reaffirms the security interests granted by such Reaffirming Party under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations and agrees that such security interests remain in full force and effect on and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Party hereby (i) confirms that each Security Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Party now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Party is a party to, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral to which such Reaffirming Party granted a security interest in and a continuing Lien on pursuant to the Credit Agreement, (iii) acknowledges and agrees that terms of the grants of security interests by it contained in any Collateral Document Security Documents to which it such Reaffirming Party is a party shall remainto, in full force each case whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) , of principal and interest onall applicable Secured Obligations, and premium (if any) on, subject to the Term Loans under the Amended Agreement. Nothing terms contained in this Amendment shall be construed the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as substitution or novation of the obligations outstanding applicable, under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except subject to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of each of the Credit Agreement or any other Credit Document Security Documents to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementwhich it is a party.

Reaffirmation. Each (a) To induce the Lenders and the Administrative Agent to enter into this Amendment, each of the Reaffirming PartiesLoan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time prior to time, hereby (i) or as of the date hereof. The Borrower acknowledges and agrees that all each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. (b) In furtherance of the foregoing clause (a), each Reaffirming Party that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document, hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. In addition, each Reaffirming Party reaffirms the security interests granted by such Reaffirming Party under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations and agrees that such security interests remain in full force and effect on and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Party hereby (i) confirms that each Security Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Party now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Party is a party to, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral to which such Reaffirming Party granted a security interest in and a continuing Lien on pursuant to the Credit Agreement, (iii) acknowledges and agrees that terms of the grants of security interests by it contained in any Collateral Document Security Documents to which it such Reaffirming Party is a party shall remainto, in full force each case whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) , of principal and interest onall applicable Secured Obligations, and premium (if any) on, subject to the Term Loans under the Amended Agreement. Nothing terms contained in this Amendment shall be construed the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as substitution or novation of the obligations outstanding applicable, under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except subject to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of each of the Credit Agreement or any other Credit Document Security Documents to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementwhich it is a party.

Reaffirmation. Each (a) To induce the Lenders and the Administrative Agent to enter into this Amendment No. 3, each of the Reaffirming PartiesLoan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time prior to timeor as of the date hereof (including as amended pursuant to this Amendment No. 3) (collectively, the “Reaffirmed Documents”). Each Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under any Guaranties to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of such Guaranties and agrees that such Guaranties remain in full force and effect to the extent set forth in such Guaranties and after giving effect to this Amendment No. 3, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 3 and the Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that all its Guaranties and each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations under each of the Loan Documents to which it is a party (including all such Obligations as amended and/or reaffirmed pursuant to this Amendment No. 3) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 7(b), each of the Loan Parties that is party to any Collateral Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 3 and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Collateral Documents (in each case, to the extent a party thereto) to secure the Obligations (including all such Obligations as amended and/or reaffirmed pursuant to this Amendment No. 3) and agrees that such security interests remain in full force and effect on and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations and the Secured Obligations (as defined in the Collateral Documents) (including all such Obligations and Secured Obligations (as defined in the Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 3, as the case may be, including without limitation the payment and performance of all such applicable Obligations and Secured Obligations (as defined in the Collateral Documents) that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Collateral Agent for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it pursuant continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainunder all Collateral, in full force each case whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations and Secured Obligations (as defined in the Collateral Documents) of principal (including all such Obligations and interest onSecured Obligations (as defined in the Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 3, and premium (if any) on, subject to the Term Loans under the Amended Agreement. Nothing terms contained in this Amendment shall be construed the applicable Loan Documents, (iii) confirms its respective pledges, grants of security interests and other obligations, as substitution or novation applicable, under and subject to the terms of each of the obligations outstanding under the Credit Agreement or the other Credit Documents, Collateral Documents to which shall remain in full force and effect, except to any extent modified hereby it is a party. (d) Each Guarantor (other than the Initial Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 3 and (ii) nothing in the Credit Agreement, this Amendment No. 3 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each In connection with the execution and delivery of the Reaffirming Partiesthis Amendment, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges each of the undersigned Guarantors (in its capacity as a Guarantor and agrees that as a Grantor) (a) hereby consents to this Amendment and the transactions and modifications contemplated thereby, (b) hereby ratifies and reaffirms all of its obligations payment and performance obligations, contingent or otherwise, if any, under each of the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed and remain (c) to the extent such Guarantor guaranteed the Obligations or any portion thereof, hereby ratifies and reaffirms such guaranties and (ii) each of the undersigned Loan Parties reaffirms each Lien, if any, it granted pursuant to the Guarantee and Collateral Agreement and the other Security Documents to the Collateral Agent, which shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof, and shall continue to secure the Obligations, on a continuous basis, (ii) reaffirms (A) each Lien granted by it and subject to the Administrative Agent for the benefit of the Secured Parties terms and (B) any guaranties made by it pursuant to conditions set forth in the Credit Agreement, (iii) the Guarantee and Collateral Agreement and the other Loan Documents. Without limiting the foregoing each Grantor hereby confirms that the Guarantee and Collateral Agreement and all other Security Documents, and all Collateral encumbered thereby or pursuant thereto continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the applicable Security Documents, the payment and performance of all Obligations, subject, however, in each case, to the limitations set forth herein and therein, as applicable. Each Guarantor acknowledges and agrees that any of the grants of security interests by it contained in any Collateral Document Loan Documents to which it is a party shall remain, or otherwise bound continue in full force and effect after giving effect and that all of its obligations thereunder continue to be valid and enforceable, shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants, as to itself only, that all representations and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing warranties contained in this Amendment shall be construed the Guarantee and Collateral Agreement are true and correct in all material respects on and as substitution or novation of the obligations outstanding under date hereof to the Credit Agreement or same extent as though made on and as of the other Credit Documents, which shall remain in full force and effectdate hereof, except to any the extent modified hereby Each Guarantor acknowledges such representations and agrees that (i) notwithstanding warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. For the conditions to effectiveness set forth in purposes of this AmendmentSection 2.2, such Guarantor is not required by the terms of “Collateral” and “Obligations” shall have the Credit Agreement or any other Credit Document meanings ascribed to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing such terms in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Guarantee and Collateral Agreement.

Reaffirmation. (a) Each of the Reaffirming Parties, as party Parties (i) hereby acknowledges receipt of a copy of the Credit Agreement and consents to the Credit Agreement and certain of the Collateral Documents and transactions contemplated thereby, including the other Credit DocumentsTransactions, in each case as amended(ii) without limiting its obligations under, supplemented or otherwise modified from time to timethe provisions of, the Guarantee Agreement, hereby confirms its respective guarantees, as applicable, under the Guarantee Agreement, (iiii) acknowledges and agrees that all of without limiting its obligations under under, or the Credit Agreementprovisions of, the Collateral Documents Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Collateral Agreement and each of the other Credit Loan Documents to which it is a party party, (iv) without limiting its obligations under, or the provisions of, any Loan Document, hereby confirms that the obligations of the Borrower under the Credit Agreement are reaffirmed entitled to the benefits of the guarantees and remain the security interests set forth or created in the Guarantee Agreement, the Collateral Agreement and the other Loan Documents and constitute “Obligations”, “Loan Document Obligations”, “Secured Obligations” or other similar term for purposes thereof, (v) hereby agrees that, notwithstanding the effectiveness of the Credit Agreement and the Transactions, such guarantees, and pledges and grants of security interests, as applicable, shall continue to be in full force and effect on a continuous basisand shall continue to inure to the benefit of the Lenders and the other Secured Parties and (vi) hereby ratifies and confirms that all Liens granted, (ii) reaffirms (A) each Lien granted by it conveyed, or assigned to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it such Person pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Loan Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except are not released or reduced, and continue to secure full payment and performance of the obligations under the Credit Agreement (such consents, confirmations and agreements, collectively, the “Reaffirmation”). (b) Each of the Reaffirming Parties further agrees to take any extent modified hereby Each Guarantor acknowledges and agrees action that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor may be required or that is not required requested by the terms Administrative Agent to ensure compliance by Holdings or the Borrower with the provisions of Section 5.12 of the Credit Agreement or any other Credit and hereby reaffirms its obligations under each similar provision of each Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementwhich it is a party.

Reaffirmation. Each of the Reaffirming PartiesBorrower and the Guarantor, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which such Person grants Liens or security interests in its property or otherwise modified from time to timeacts as accommodation party or guarantor, as the case may be, hereby (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Transaction Documents and the other Credit Documents (as amended hereby) to which it is a party are reaffirmed (after giving effect hereto), and remain (iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for or otherwise guaranteed the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such guarantee and grant of security interests and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations (as amended hereby). Each Obligor hereby consents to this Amendment and acknowledges that this Amendment is a Transaction Document and that each of the other Transaction Documents (as amended hereby) remains in full force and effect on a continuous basisand is hereby ratified and reaffirmed. Except as set forth in Article I above, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit neither this Amendment nor any prior amendment of any of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment Transaction Documents shall be construed as substitution or novation deemed to be a satisfaction, novation, cure, modification, amendment or release of the obligations outstanding under Obligations, the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Facility Agreement or any of the other Credit Document Transaction Documents or establish a course of conduct with respect to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreementfuture requests for amendments, this Amendment modifications or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementconsents.

Reaffirmation. (a) Each of the Reaffirming PartiesLoan Party hereby acknowledges, as party to the Credit Agreement confirms and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby agrees that: (i) acknowledges this Amendment has been duly executed and agrees that all delivered by such Loan Party, and each of its obligations under the Credit Agreement, the Collateral Loan Documents is and the other Credit Documents to which it is a party are reaffirmed and shall remain in full force and effect on a continuous basisas of the date hereof, and (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit agreements and obligations of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing such Loan Party contained in this Amendment shall be construed as substitution or novation and each of the Loan Documents constitute the legal, valid and binding obligations outstanding under of such Loan Party, enforceable against it in accordance with their respective terms, and as of the Credit Agreement or date hereof such Loan Party has no valid defense to the other Credit Documentsenforcement of such obligations. (b) Each Loan Party hereby acknowledges, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges confirms and agrees that (i) notwithstanding the conditions Collateral Agent, on behalf of the Secured Parties, has and shall continue to effectiveness set forth have valid, enforceable and to the extent provided in this Amendmentthe Security Agreement, such Guarantor perfected first-priority liens upon and security interests in the Collateral (as defined in the Security Agreement) heretofore granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to the Security Agreement to the extent perfection is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment Loan Documents and (ii) nothing any other security interests, pledges, assignments or liens granted to the Collateral Agent pursuant to any Loan Document shall continue to be valid, enforceable first-priority liens and security interests, subject, in each case, only to Permitted Liens. (c) Each Loan Party hereby acknowledges, confirms and agrees that the Secured Obligations (as defined in the Credit Security Agreement) (including, this Amendment or for the avoidance of doubt, the Additional Revolving Facility Commitments, any other Credit Document shall be deemed to require Revolving Loans made as part of the consent of such Guarantor to any future amendments Additional Revolving Facility Commitments and the Incremental Term Loans advanced by the Increasing Term Lenders pursuant to the Credit Agreementterms of this Amendment) shall constitute obligations which are secured by the Security Agreement and guaranteed by the Subsidiary Guaranty.

Reaffirmation. Each of the Reaffirming PartiesLoan Parties as debtor, grantor, pledgor or guarantor or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to timemay be, hereby (i) acknowledges ratifies and agrees that reaffirms all of its obligations payment and performance obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby, in each case, including, without limitation, all additional obligations, indebtedness and liabilities resulting from this Second Amendment and as if each reference in such Loan Documents to the obligations, indebtedness and liabilities secured thereby are reaffirmed construed hereafter to mean and remain refer to such obligations, indebtedness and liabilities under the Loan Agreement, as amended or modified by the First Waiver and this Second Amendment, and the other Loan Documents. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect on (as amended hereby) and is hereby ratified and reaffirmed. The execution of this Second Amendment shall not operate as a continuous basiswaiver of any right, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit power or remedy of the Secured Parties and (B) Agents or Lenders, constitute a waiver of any guaranties made by it pursuant provision of any of the Loan Documents or serve to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is effect a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the Obligations or other obligations outstanding under the Credit Loan Agreement or the other Credit Loan Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.. #5158897.2 4

Reaffirmation. The execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, or constitute a waiver of any provision of the Facility Agreement or any other Loan Document. Each of the Reaffirming PartiesBorrower and the Guarantors signatory hereto, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which such Person grants Liens or security interests in its property or otherwise modified from time to timeacts as accommodation party or guarantor, as the case may be, hereby (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Loan Documents and the other Credit Documents (as amended hereby) to which it is a party are reaffirmed (after giving effect hereto), and remain (iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations. Each of the Borrower and the Guarantors hereby consents to this Amendment and acknowledges that this Amendment is a Loan Document and that each of the Loan Documents (as amended hereby) remains in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit and is hereby ratified and reaffirmed. Neither this Amendment nor any prior amendment of any of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment Loan Documents shall be construed as substitution or novation deemed to be a satisfaction, novation, cure, modification, amendment or release of any obligations (including the obligations outstanding under Obligations), the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Facility Agreement or any of the other Credit Document Loan Documents or establish a course of conduct with respect to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreementfuture requests for amendments, this Amendment modifications or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementconsents.

Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, Obligors hereby reaffirms (ia) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Transaction Documents to which it is a party are reaffirmed to, including, without limitation, all of the outstanding indebtedness owing under the Purchase Agreement and remain the Senior Notes, and agrees that this Agreement, and all documents, agreements and instruments executed in full force connection herewith and effect on therewith and the consummation of the transactions contemplated hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such Transaction Documents or constitute a continuous basisnovation of any indebtedness or other obligations under any Transaction Documents, and (b) the continuing security interests in its respective assets granted in favor of the Purchaser pursuant to Security Agreement, the Pledge Agreement and each of the other Security Documents. Each of the Obligors hereby (i) acknowledges and consents to the transactions contemplated by, and the execution and delivery of, this Agreement, the Purchase Agreement and the other Note Documents, (ii) reaffirms (A) each Lien granted by it to in the Administrative Agent for the benefit case of the Secured Parties Subsidiary Guarantors, acknowledges and (B) any guaranties made agrees that its guarantee of the Obligations includes, without limitation, all principal, interest, fees and other amounts now or hereafter due by it pursuant to the Credit AgreementCompany under each of the Senior Notes and the other Note Documents, (iii) acknowledges in the case of the Subsidiary Guarantors, ratifies all the provisions of, and agrees that reaffirms its obligations under, the grants guarantee set forth in Article 4 of security interests by it contained in any Collateral the Purchase Agreement and its obligations under each other Note Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, confirms that all provisions of each such document are and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges effect in accordance with its terms on and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent at all times after giving effect to the amendments contemplated in this Agreement and the amendment and restatement of the Existing Note Purchase Agreement pursuant to the Credit Agreement effected Purchase Agreement, and (iv) reaffirms the continuing security interests in its assets granted in favor of the Purchaser pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementSecurity Documents.

Reaffirmation. Each (a) To induce the Lenders and the Administrative Agent to enter into this Amendment No. 1, each of the Reaffirming PartiesLoan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time prior to timeor as of the date hereof (including as amended pursuant to this Amendment No. 1) (collectively, the “Reaffirmed Documents”). Each Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 1. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under any Guaranties to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of such Guaranties and agrees that such Guaranties remain in full force and effect to the extent set forth in such Guaranties and after giving effect to this Amendment No. 1, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 1 and the Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that all its Guaranties and each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 1, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations under each of the Loan Documents to which it is a party (including all such Obligations as amended and/or reaffirmed pursuant to this Amendment No. 1) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 7(b), each of the Loan Parties that is party to any Collateral Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 1 and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Collateral Documents (in each case, to the extent a party thereto) to secure the Obligations (including all such Obligations as amended and/or reaffirmed pursuant to this Amendment No. 1 and agrees that such security interests remain in full force and effect on and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations and the Secured Obligations (as defined in the Collateral Documents) (including all such Obligations and Secured Obligations (as defined in the Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 1, as the case may be, including without limitation the payment and performance of all such applicable Obligations and Secured Obligations (as defined in the Collateral Documents) that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Collateral Agent for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it pursuant continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainunder all Collateral, in full force each case whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations and Secured Obligations (as defined in the Collateral Documents) of principal (including all such Obligations and interest onSecured Obligations (as defined in the Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 1, and premium (if any) on, subject to the Term Loans under the Amended Agreement. Nothing terms contained in this Amendment shall be construed the applicable Loan Documents, (iii) confirms its respective pledges, grants of security interests and other obligations, as substitution or novation applicable, under and subject to the terms of each of the obligations outstanding under the Credit Agreement or the other Credit Documents, Collateral Documents to which shall remain in full force and effect, except to any extent modified hereby it is a party. (d) Each Guarantor (other than the Initial Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 1 and (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each (a) To induce the 2024 Extending Term Lenders, the 2024 Incremental Lender and Administrative Agent to enter into this Ninth Amendment, each of the Reaffirming PartiesLoan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case case, as amended, restated, supplemented or otherwise modified from time prior to timeor as of the date hereof (collectively, hereby (i) the “Reaffirmed Documents”). The Borrower acknowledges and agrees that all each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect, 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 Ninth Amendment. (b) In furtherance of the foregoing Section 6(a), each Loan Party, in its capacity as a Guarantor under any Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Ninth Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Ninth Amendment and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2024 Extended Term Loans (including the 2024 Incremental Loans) constitute “Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, including, without limitation, the payment and performance of all such applicable Guaranteed Obligations that are reaffirmed joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guaranty and each of the Loan Documents 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 Ninth Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, each other Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 6(a), each of the Loan Parties that is party to any Collateral Document, in its capacity as a Grantor (as defined in such Collateral Document) under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Ninth Amendment and the transactions contemplated hereby, including the extension of credit in the form of the 2024 Extended Term Loans (including the 2024 Incremental Loans). In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Loan Document (in each case, to the extent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect on effect. Each Loan Party hereby confirms that the security interests granted by such Reaffirming Grantor under the terms and conditions of the Loan Documents secure the 2024 Extended Term Loans (including the 2024 Incremental Loans) as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations, as the case may be, including, without limitation, the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter existing, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it pursuant continuing Lien on all of such Grantor’s right, title and interest in, to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainunder all Collateral, in full force each case, whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) , of principal and interest onall applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Ninth Amendment), subject to the terms contained in the applicable Loan Documents, and premium (if anyiii) onconfirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation terms of each of the obligations outstanding under the Credit Agreement or the other Credit Documents, Collateral Documents to which shall remain in full force and effect, except to any extent modified hereby it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Ninth Amendment, such Guarantor is not required by the terms of the Term Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Ninth Amendment and (ii) nothing in the Term Credit Agreement, this Ninth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to amendment, consent or waiver of the terms of the Term Credit Agreement.

Reaffirmation. Each (a) To induce the 2017 Refinancing Term Lenders and the Administrative Agent to enter into this Amendment No. 1, each of the Reaffirming PartiesLoan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time prior to timeor as of the date hereof (including as amended pursuant to this Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 1. (b) In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Secured Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 1 and the Amended Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2017 Refinancing Term Loans constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that all the Guaranty and each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 1, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Secured Obligations under each of the Loan Documents to which it is a party (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Trustee and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 8(a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 1 and the transactions contemplated hereby, including the extension of credit in the form of the 2017 Refinancing Term Loans. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans) and agrees that such security interests remain in full force and effect on and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans), including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Agent Collateral Trustee for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a security interest in and a continuing Lien on pursuant to the Credit Agreement, (iii) acknowledges and agrees that terms of the grants of security interests by it contained in any Collateral Document Security Documents to which it such Reaffirming Grantor is a party shall remainto, in full force each case whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) , of principal all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and interest onthe incurrence of the 2017 Refinancing Term Loans), and premium (if any) on, subject to the Term Loans under the Amended Agreement. Nothing terms contained in this Amendment shall be construed the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as substitution or novation applicable, under and subject to the terms of each of the obligations outstanding under Security Documents to which it is a party. (d) Gibraltar Holdings and each Guarantor (other than the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor it is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 1 and (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Credit Loan Document shall be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future amendments to amendment, consent or waiver of the terms of the Credit Agreement. (e) As promptly as practical but in no event later than 90 days after the Amendment No. 1 Effective Date, subject to extension by the Administrative Agent in its sole discretion, the Borrower and applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the Collateral Trust Agreement. (f) As promptly as practical but in no event later than 90 days after the Amendment No. 1 Effective Date, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and deliver a deed of confirmation, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee.

Reaffirmation. Each (a) To induce the Revolving Lenders and the Administrative Agent to enter into this Amendment No. 2, each of the Reaffirming PartiesLoan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time prior to timeor as of the date hereof (including as amended pursuant to this Amendment No. 2) (collectively, the “Reaffirmed Documents”). Each Loan Party acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 2. (b) In furtherance of the foregoing Section 6(a), each Subsidiary Guarantor, in its capacity as a Guarantor under the Guarantee Agreement (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of the Guarantee Agreement and agrees that the Guarantee Agreement remains in full force and effect to the extent set forth in the Guarantee Agreement and after giving effect to this Amendment No. 2, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 2 and the Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that all its guarantee of its obligations under the Credit Agreement, Obligations and each of the Collateral Documents and the other Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 2, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Agent and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 6(a), each of the Loan Parties that is party to any Collateral Document, in its capacity as a “grantor,” “pledgor” or other similar capacity under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 2 and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Collateral Documents (in each case, to the extent a party thereto) to secure the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2) and agrees that such security interests remain in full force and effect on and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2), as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Collateral Agent for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it pursuant continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainunder all Collateral, in full force each case whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) , of principal and interest onall applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2), subject to the terms contained in the applicable Loan Documents, and premium (if anyiii) onconfirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation terms of each of the obligations outstanding under the Credit Agreement or the other Credit Documents, Collateral Documents to which shall remain in full force and effect, except to any extent modified hereby it is a party. (d) Each Guarantor (other than the Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 2 and (ii) nothing in the Credit Agreement, this Amendment No. 2 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each Except as modified hereby, all of the Reaffirming Parties, as party to the Credit Agreement terms and certain provisions of the Collateral Documents First Lien ISDA Master Agreement and the other Credit Documents, Transaction Documents remain in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges full force and agrees that all effect. For the avoidance of its obligations under the Credit Agreementdoubt, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and Fee Letter (including any amendments or supplements) thereto shall remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to and after the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and Effective Date. Party B hereby agrees that the grants amendments and modifications herein contained shall in no manner affect (other than expressly provided herein) or impair the Obligations or the Liens securing the payment and performance thereof. On and after the date hereof, each reference in the First Lien ISDA Master Agreement to “this Agreement”, “hereunder”, “hereof” or words of security interests like import referring to the First Lien ISDA Master Agreement, and each reference in each of the other Transaction Documents to “the Intermediation Agreement”, “the First Lien ISDA Master Agreement”, “thereunder”, “thereof” or words of like import referring to the First Lien ISDA Master Agreement, shall mean and be a reference to the First Lien ISDA Master Agreement, as amended by it this Amendment. Except as expressly provided herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Party A under the First Lien ISDA Master Agreement or the other Transaction Documents, nor alter, modify, amend or in any way affect any of the obligations or covenants contained in any Collateral Document the First Lien ISDA Master Agreement or the other Transaction Documents, all of which are ratified and confirmed in all respects and shall continue in full force and effect. For all purposes of this Amendment, the First Lien ISDA Master Agreement the other Transaction NY 79313305v2 Documents, and this Amendment shall each constitute a “Transaction Document”. Each of Party B, Par LLC and McChord Pipeline Co. hereby ratifies and confirms all of its obligations and liabilities under the Transaction Documents to which it is a party shall remainparty, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent expressly modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementherein.

Reaffirmation. Each of the Reaffirming PartiesBy executing and delivering a copy hereof, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges each Borrower and each other Loan Party hereby (A) agrees that all of its obligations under the Credit AgreementSecured Obligations (including, without limitation, the Collateral 2023 Term Loans) are (or shall be) guaranteed pursuant to the Guarantee Agreement in accordance with the terms and provisions thereof and are (or shall be) secured pursuant to the Security Documents in accordance with the terms and the other Credit Documents to which it is a party are reaffirmed provisions thereof and remain in full force and effect on a continuous basis, (ii) reaffirms each Borrower and each other Loan Party hereby (A) each Lien reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Administrative Agent Security Documents, (B) agrees that, after giving effect to this Amendment and the taking of the actions set forth on Exhibit B, the Guarantee Agreement and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties (including, without limitation, the 2023 Term Lenders) continue to be in full force and effect, subject to the Perfection Requirements and permitted non-perfection, and (BC) any guaranties made by it pursuant to the Credit Agreementaffirms, (iii) acknowledges and agrees that confirms all of its obligations and liabilities under the grants of security interests by it contained in any Collateral Amended Credit Agreement and each other Loan Document to which it is a party shall remainparty, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect in respect of, and in the case of Liens arising under the Loan Documents to secure, the Secured Obligations under the Credit Agreement and the other Loan Documents (including, without limitation, the Secured Obligations with respect to the 2023 Term Loans), in each case after giving effect to this Amendment and the taking of the actions set forth on Exhibit B and subject to the Perfection Requirements and permitted non-perfection. Furthermore, each Loan Party incorporated in the Netherlands hereby confirms that any Lien created by it under the Security Documents has always been intended to extend to the obligations of the Secured Parties under the Loan Documents as amended and restated from time to time, including as amended by this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained shall so extend thereto in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by accordance with the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementLoan Documents.

Reaffirmation. A. Each Loan Party hereby acknowledges receipt of a copy of the Reaffirming Parties, as party to the Second Restated Credit Agreement and certain hereby consents to the Second Restated Credit Agreement and each of the Collateral transactions contemplated thereby and hereby confirms its respective guarantees (in the case of the Guarantors), 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 the Second Restated Credit Agreement or any of the transactions contemplated thereby, such guarantees (in the case of the Guarantors), pledges, grants of security interests and other obligations, and the other Credit Documents, in terms of each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party party, are reaffirmed not impaired or adversely affected in any manner whatsoever and remain shall continue to be in full force and effect on a continuous basisand shall continue to secure all the Obligations, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it as amended, increased and/or extended pursuant to the Second Restated Credit AgreementAgreement including, (iii) acknowledges and agrees without limitation, the New Term Loans funded on the Second Restatement Date. Each Loan Party further confirms that the grants of security interests by it contained in any Collateral each Loan Document to which it is a party is and shall remain, continue to be in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things same are hereby ratified and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained confirmed in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby all respects. B. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the First Restated Credit Agreement or any other Credit Loan Document to consent to the amendments to the First Restated Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Second Restated Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Second Restated Credit Agreement.

Reaffirmation. Each Subject to any limitations on its obligations expressly stated in the Loan Documents to which it is a party, Holdings, Borrower and each Loan Party, as of the Reaffirming PartiesFirst Amendment Effective Date, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations (including, for the avoidance of doubt, obligations with respect to the Incremental Term Loans) under the Credit Agreement, Guarantees set out in the Collateral Documents Loan Guaranty and any other guaranties in the other Credit Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisbasis as and to the extent provided in the Loan Documents, (ii) reaffirms (A) each Lien granted by it each Loan Party to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties reaffirms the Guarantees made by it pursuant to the Credit AgreementLoan Guaranty as and to the extent provided in the Loan Documents (in each case, including, for the avoidance of doubt, with respect to the Incremental Term Loans) and (iii) acknowledges and agrees that the grants of security interests by it and the Guarantees of the Loan Parties contained in any the Loan Guaranty and the Collateral Document Documents (in each case, including, for the avoidance of doubt, with respect to which it is a party the Incremental Term Loans) are, and shall remain, in full force and effect after giving effect to this Amendment, Amendment as and (iv) agrees that to the Obligations include, among other things and without limitation, extent provided in the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended AgreementLoan Documents. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Amended Credit Agreement or the other Credit Loan Documents, which shall remain in full force and effect, except to any extent modified hereby hereby. Each Guarantor of Holdings and each Subsidiary Guarantor, acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Loan Party is not required by the terms of the Existing Credit Agreement, the Amended Credit Agreement or any other Credit Loan Document (in each case, including, for the avoidance of doubt, Liens and Guarantees with respect to the Incremental Term Loans) to consent to the amendments amendment to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendments to the Amended Credit Agreement.

Reaffirmation. Each of Borrower and each other Obligor (including those that that become party hereto after the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsdate hereof), in each case its respective capacity as amendeda Borrower, supplemented debtor, obligor, guarantor, or otherwise modified other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor, hereby acknowledges and agrees to be bound by the provisions of Section 2.22 (including, without limitation, the implementation from time to timetime of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby (i) acknowledges and agrees that all in connection with and after giving effect to any Benchmark Cessation Changes: (a) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (b) its grant of its obligations under the Credit Agreementa guarantee or any other accommodation relating to this Agreement or any other Loan Document shall continue, the Collateral Documents be ratified and the other Credit Documents to which it is a party are reaffirmed be affirmed, and shall remain in full force and effect on a continuous basisand shall not be novated, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties discharged or otherwise impaired and (Bc) any guaranties made by it pursuant to the Credit Agreement, Loan Documents and its obligations thereunder (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration contingent or otherwise) of principal shall continue, be ratified and interest on, be affirmed and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect and shall not be novated, discharged or otherwise impaired. In addition, each Obligor hereby fully waives any requirements to notify such Obligor of any Benchmark Cessation Changes (except to any extent modified as expressly provided in Section 2.22). In furtherance of the foregoing, each Obligor hereby Each Guarantor acknowledges and agrees that (i) notwithstanding appoints Administrative Borrower and the conditions to effectiveness set forth in this AmendmentAdministrative Borrower hereby accepts such appointment as its agent, such Guarantor is not required by the terms attorney-in-fact and representative for purposes of the Credit Agreement or delivery of any and all documents, instruments, agreements and other Credit Document materials required to consent be delivered by any such party and for all other administrative purposes incidental to any of the amendments to the Credit Agreement effected pursuant to foregoing provisions of this Amendment Section 9.25 and Section 2.22 and (ii) nothing hereby authorizes the Administrative Borrower to take such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section 9.25 and Section 2.22 on its behalf. From time to time, the Administrative Borrower (both in the Credit Agreementits individual capacity and in its capacity as agent, this Amendment or any agent, attorney-in-fact and representative of each other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments Obligor pursuant to the Credit Agreement.immediately preceding sentence) and the Obligors shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of Section 2.22, or of renewing, continuing, reaffirming or ratifying the rights of Administrative Agent and the Lenders with respect to the Obligations. 112

Reaffirmation. Each By signing this Agreement, each Loan Party party hereto hereby confirms that, as of the Reaffirming PartiesFourth Amendment Effective Date, as party to (a) the obligations of the Loan Parties under the Amended Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby Loan Documents (i) acknowledges are entitled to the benefits of the guarantees and agrees that all of its obligations under Liens set forth or created in the Existing Credit Agreement, the Collateral Documents and each other Loan Documents, (ii) constitute “Obligations” or other similar term for purposes of (and as defined in, as applicable) the Existing Credit Agreement, the Collateral Documents and all other Loan Documents, and (iii) except as expressly set forth herein, the Collateral Documents and the other Credit Loan Documents are, and shall continue to which it is a party are reaffirmed and remain be, in full force and effect on a continuous basis, and are hereby ratified and confirmed in all respects; and (ii) reaffirms (Ab) each Lien granted by it Continuing Term Loan Lender and the New Term Loan Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Loan Party party hereto hereby ratifies and confirms that, as of the Fourth Amendment Effective Date, all Liens granted, conveyed or assigned to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made or Collateral Agent, as applicable, by it such Person pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Loan Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except are not released or reduced, and continue to any extent modified hereby secure full payment and performance of the Obligations. Each Guarantor Loan Party other than the Company acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Guarantor Loan Party is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit this Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendments to amendment, consent or waiver of the terms of the Amended Credit Agreement.

Reaffirmation. Each of the Reaffirming PartiesCompany and the Subsidiaries as issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other any other similar capacity in which such Person grants Liens or security interests in its property or otherwise acts as accommodation party or guarantor, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to timemay be, hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit AgreementTransaction Documents, including the Collateral Documents Notes (as amended hereby) and the other Credit Documents Purchase Agreement (as amended hereby), to which it is a party are reaffirmed (after giving effect hereto), and remain (iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for or otherwise guaranteed the Liabilities or Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such guarantee and grant of security interests and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Liabilities and Obligations as amended hereby. Each of the Company and the Subsidiaries hereby consents to this Agreement and acknowledges that each of the Transaction Documents, including the Notes (as amended hereby) and the Purchase Agreement (as amended hereby), remains in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges is hereby ratified and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementreaffirmed.

Reaffirmation. (a) Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby Parties (i) acknowledges hereby consents to the Amendment Agreement and agrees that all the transactions contemplated thereby (including, without limitation, the terms of its obligations under the Credit Agency Successor Agreement, dated as of July 25, 2014, by and among the Collateral Documents Former Administrative Agent, the Administrative Agent and the Borrower), (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other Credit agreements (in the case of all Reaffirming Parties), as applicable, under each of the Security Documents and/or the Guaranty and Pledge Agreement to which it is party and (iii) agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby, such guarantees, pledges (subject, in the case of pledges of Pledged Stock (as defined in the Collateral Agreement) and Pledged Equity (as defined in the Modified Guarantee and Pledge Agreement) of any entity that is a party are reaffirmed licensee or registered holding company under the Nevada Gaming Laws, to the prior approval of the Nevada Gaming Authorities), grants of security interests and remain other agreements shall continue to be in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it and shall accrue to the Administrative Agent for the benefit of the Lenders under the Amended Credit Agreement (or, in the case of the Guaranty and Pledge Agreement, the Credit Agreement Holdco Secured Parties (as defined in the Guaranty and (B) Pledge Agreement)). Each of the Reaffirming Parties further agrees to take any guaranties made action that may be required or that is reasonably requested by it pursuant the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Amended Credit Agreement, (iii) acknowledges hereby reaffirms its obligations under each similar provision of each Security Document and agrees that the grants of security interests by it contained in any Collateral Document Guaranty and Pledge Agreement to which it is a party and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby, such obligations shall remain, continue to be in full force and effect after giving effect and shall accrue to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, benefit of the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans Lenders under the Amended Agreement. Nothing contained Credit Agreement (or, in this Amendment shall be construed as substitution or novation the case of the obligations outstanding under Guaranty and Pledge Agreement, the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that Holdco Secured Parties (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing as defined in the Credit Guaranty and Pledge Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement)).

Reaffirmation. Each (a) To induce the Refinancing Revolving Credit Lenders and the Administrative Agent to enter into this Amendment, each of the Reaffirming PartiesLoan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time prior to time, hereby (i) or as of the date hereof . Each Borrower acknowledges and agrees that all each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. (b) In furtherance of the foregoing clause (a), each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Party”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. In addition, each Reaffirming Party reaffirms the security interests granted by such Reaffirming Party under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect on and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Party hereby (i) confirms that each Security Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby secures and will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Obligations, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and each Reaffirming Party now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Party is a party to, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral to which such Reaffirming Party granted a security interest in and a continuing Lien on pursuant to the Credit Agreement, (iii) acknowledges and agrees that terms of the grants of security interests by it contained in any Collateral Document Security Documents to which it such Reaffirming Party is a party shall remainto, in full force each case whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) , of principal and interest onall applicable Obligations, and premium (if any) on, subject to the Term Loans under the Amended Agreement. Nothing terms contained in this Amendment shall be construed the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as substitution or novation of the obligations outstanding applicable, under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except subject to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of each of the Credit Agreement or any other Credit Document Security Documents to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementwhich it is a party.

Reaffirmation. Each of the Reaffirming PartiesObligors, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which such Person grants Liens or security interests in its property or otherwise modified from time to timeacts as accommodation party or guarantor, as the case may be, hereby (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Transaction Documents and the other Credit Documents (as amended hereby) to which it is a party are reaffirmed (after giving effect hereto), and remain (iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for or otherwise guaranteed the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such guarantee and grant of security interests and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations (as amended hereby). Each Obligor hereby consents to this Amendment and the Escrow Agreement and acknowledges that each of this Amendment and the Escrow Agreement is a Transaction Document and that each of the other Transaction Documents (as amended hereby) remains in full force and effect on a continuous basisand is hereby ratified and reaffirmed. Except as set forth in Article I above, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit neither this Amendment nor any prior amendment of any of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment Transaction Documents shall be construed as substitution or novation deemed to be a satisfaction, novation, cure, modification, amendment or release of the obligations outstanding under Obligations, the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Facility Agreement or any of the other Credit Document Transaction Documents or establish a course of conduct with respect to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreementfuture requests for amendments, this Amendment modifications or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementconsents.

Reaffirmation. Each of the Reaffirming PartiesThe Company hereby confirms and agrees that, except as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby expressly provided herein: (i) acknowledges and agrees that all of its obligations under the Credit Existing Securities Purchase Agreement, the Collateral Documents Amendment and the Exchange Agreement and each other Credit Documents Transaction Document is, and shall continue to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainbe, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things is hereby ratified and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained confirmed in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effectall respects, except to any extent modified hereby Each Guarantor acknowledges that on and agrees that after the Closing Date (i) notwithstanding all references in the conditions Existing Securities Purchase Agreement to effectiveness set forth in “this AmendmentAgreement”, such Guarantor is not required “hereto”, “hereof”, “hereunder” or words of like import referring to the Securities Purchase Agreement shall mean the Existing Securities Purchase Agreement as amended by the terms of the Credit Amendment and Exchange Agreement or any other Credit Document to consent to the amendments to the Credit and this Agreement effected pursuant to this Amendment and (ii) nothing all references in the Credit other Transaction Documents to the “Securities Purchase Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Securities Purchase Agreement shall mean the Existing Securities Purchase Agreement as amended by the Amendment and Exchange Agreement and this Agreement. REFERENCES TO NOTES IN ALL TRANSACTION DOCUMENTS MEANS NOTES UNDER THIS AGREEMENT; (ii) to the extent that the Existing Securities Purchase Agreement, as amended by the Amendment and Exchange Agreement and this Amendment Agreement, or any other Credit Transaction Document shall be deemed purports to require the consent of such Guarantor to any future amendments assign or pledge to the Credit AgreementCollateral Agent for the Buyers and the holders of the Securities, or to grant to the Collateral Agent a security interest in or lien on, any collateral as security for the obligations of the Company from time to time existing in respect of the Existing Notes and any other existing Transaction Document, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, and shall apply with respect to the obligations under the Notes and no additional filing is required to be made in order to maintain the perfection of the security interest in, or lien, on such collateral; and (iii) the execution, delivery and effectiveness of this Agreement shall not operate as an amendment of any right, power or remedy of the Collateral Agent or the Investors under any Transaction Document, nor constitute an amendment of any provision of any Transaction Document.

Reaffirmation. Each (a) To induce the Lenders party hereto and Administrative Agent to enter into this Amendment, each of the Reaffirming Parties, as party Credit Parties hereby acknowledges and reaffirms its obligations under each Credit Document to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentswhich it is a party, in each case case, as amended, restated, supplemented or otherwise modified from time prior to timeor as of the date hereof (collectively, hereby (i) the “Reaffirmed Documents”). Each Credit Party acknowledges and agrees that all each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed or otherwise bound shall continue in full force and remain effect, 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. (b) In furtherance of the foregoing Section 6(a), each Credit Party, in its capacity as a Guarantor under any Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for extent set forth in such Guaranty and after giving effect to this Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the benefit terms of the Secured Parties this Amendment and (B) any guaranties made by it pursuant to the Credit Agreement, . Each Reaffirming Loan Guarantor hereby (iiii) acknowledges and agrees confirms that the grants of security interests by it contained in any Collateral each Credit Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents, the payment and performance of the Guaranteed Obligations, including the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guaranty and each of the Credit Documents to which it is a party or otherwise bound shall remain, continue in full force and effect after giving effect to 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, ; and (iviii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Beneficiary that the Obligations includethere are no rights of set-off or counterclaim, among other things and without limitationnor any defenses of any kind, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturitylegal, by acceleration equitable or otherwise) , that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the its obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby . (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, Loan Party hereby (i) acknowledges reaffirms its prior grant and agrees that all the validity of its obligations under the Credit Agreement, Liens granted by it pursuant to the Collateral Documents and for the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisbenefit of the Secured Parties, (ii) reaffirms (A) each Lien granted by it affirms, acknowledges and confirms that, notwithstanding the effectiveness of this Fifth Amendment, after giving effect to this Fifth Amendment, the Loan Guaranty and the Liens created pursuant to the Administrative Agent Loan Guaranty and the Collateral Documents for the benefit of the Secured Parties and (B) any guaranties made by it pursuant continue to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, be in full force and effect after giving effect to this Amendment, Fifth Amendment and shall extend to secure and guarantee (as the case may be) the Obligations under (and as defined in) the Credit Agreement and (iviii) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or are included in the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Secured Obligations. Each Guarantor of the parties hereto acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of this Fifth Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as provided herein. The execution of this Fifth Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Lead Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment similar or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementdifferent circumstances.

Reaffirmation. Each Loan Party, under each of the Reaffirming PartiesLoan Documents (in each case, where applicable, as party to the Credit Agreement amended and certain restated or otherwise amended or modified as of the Collateral Documents Amendment Effective Date pursuant to this Amendment or otherwise) to which it is a party (including in the capacity of obligor, grantor, mortgagor, pledgor, guarantor, indemnitor and the assignor, as applicable, and each other Credit Documentssimilar capacity, if any, in each case as amendedwhich such Loan Party has granted Liens on all or any part of the properties or assets of such Loan Party, supplemented or otherwise modified from time acts as an accommodation party, guarantor, indemnitor or surety with respect to timeall or any part of the Secured Obligations), hereby (i) acknowledges and agrees that the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of the Loan Parties hereunder or under any of the other Loan Documents, all of its which obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and liabilities shall remain in full force and effect on a continuous basisand extend to the further loans, extensions of credit and other Secured Obligations incurred hereunder and under the Loan Documents, and each of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, and (ii) acknowledges and agrees that all references in the Credit Agreement to the “Agreement” and all references in the Loan Documents to the “Credit Agreement” shall each refer to the Credit Agreement as amended hereby. Each Loan Party, the Administrative Agent and the Lenders hereby expressly intend that this Amendment shall not in any manner: (a) constitute the refinancing, refunding, payment or extinguishment of the existing Secured Obligations; (b) be deemed to evidence a novation of the outstanding balance of the Secured Obligations; or (c) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Collateral granted pursuant to any of the Security Documents. Each Loan Party ratifies and reaffirms (A) each Lien granted by it any and all grants of Liens in the Collateral to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, as security for the Secured Obligations, and (B) any guaranties made by it pursuant each Loan Party acknowledges and confirms that the grant of the Liens in the Collateral to the Credit AgreementAdministrative Agent, for the benefit of the Secured Parties: (i) represent continuing Liens on all of the Collateral, (ii) secure all of the Secured Obligations, and (iii) acknowledges and agrees that represent valid, first-priority Liens on all of the grants of security interests by it contained in any Collateral Document except to which it is a party shall remainthe extent, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans of Liens permitted under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation Section 5.9 of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Reaffirmation. Each of a. To induce the Reaffirming PartiesLenders party hereto and the Administrative Agent to enter into this Second Amendment, as each Loan Party party to hereto hereby acknowledges and reaffirms its obligations under each Loan Document (including the Credit Agreement and certain as amended by this Second Amendment) to which it is a party, including, without limitation, any grant, pledge or collateral assignment of the Collateral Documents and the other Credit Documentsa Lien or security interest, as applicable, contained therein, in each case case, as amended, restated, supplemented or otherwise modified from time prior to time, hereby (i) or as of the date hereof. The Borrower acknowledges and agrees that all each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect, 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 Second Amendment. b. In furtherance of the foregoing Section 8(a), each Loan Party party hereto, in its capacity as a Guarantor under any Guarantee Agreement to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of such Guarantee Agreement and agrees that such Guarantee Agreement remains in full force and effect to the extent set forth in such Guarantee Agreement and after giving effect to this Second Amendment. Each Reaffirming Loan Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, including without limitation the payment and performance of all such applicable Obligations that are reaffirmed joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guarantee and each of the Loan Documents 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 Second Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, each other Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. c. In furtherance of the foregoing Section 8(a), each of the Loan Parties party hereto that is party to any Security Document, in its capacity as a Grantor (as defined in such Security Document) under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Second Amendment and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Loan Document (in each case, to the extent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect on effect. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter existing, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it pursuant continuing Lien on all of such Grantor’s right, title and interest in, to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainunder all Collateral, in full force each case, whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) , of principal and interest onall applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Second Amendment), subject to the terms contained in the applicable Loan Documents, and premium (if anyiii) onconfirms its respective pledges, the Term Loans grants of security interests and other obligations, as applicable, under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except subject to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of each of the Credit Agreement or any other Credit Document Security Documents to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementwhich it is a party.

Reaffirmation. Each of the Reaffirming Parties, Except as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, specifically set forth in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreementthis Amendment, the Collateral Loan Documents and the other Credit Documents to which it is a party are reaffirmed and shall remain in full force and effect on a continuous basisand are hereby reaffirmed, ratified and confirmed. To the extent that any provision of this Amendment conflicts with any terms or conditions set forth in the Loan Documents, the provisions of this Amendment shall supersede and control. Except as expressly provided herein, the execution and delivery of this Amendment shall not: (i) constitute an extension, modification, or waiver of any aspect of the Loan Documents or any right or remedy thereunder; (ii) reaffirms extend the terms of the Loan Documents or the due date of any of the loans set forth therein; (Aiii) each Lien granted by it establish a course of dealing between the Administrative Agent, the Issuing Bank and/or the Lenders and the Loan Parties or give rise to any obligation on the part of the Administrative Agent, the Issuing Bank and/or any Lender to extend, modify or waive any term or condition of the Loan Documents; or (iv) give rise to any defenses or counterclaims to the Administrative Agent for Agent’s, the benefit Issuing Bank’s and/or any Lender’s right to compel payment of any loan or to otherwise enforce its rights and remedies under the Loan Documents. Each of the Secured Loan Parties and (B) any guaranties made by it pursuant to the Credit Agreementrestates, (iii) acknowledges and agrees that the grants Secured Obligations are outstanding without claim, offset, counterclaim, defense or affirmative defense of security interests by it contained in any Collateral Document to which it is a party shall remainkind and the Secured Obligations remain the continuing and individual obligations of the Loan Parties, until the termination of all Commitments, payment and satisfaction in full force and effect after giving effect to this Amendmentin cash of all Secured Obligations (other than Unliquidated Obligations), and (iv) agrees the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent. It is the intent of the parties hereto that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest onthis Amendment not, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or not, constitute a novation of the obligations outstanding and liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Amendment amend the Existing Credit Agreement and that the Credit Agreement or re-evidence the other Credit Documentsobligations and liabilities of the Borrowers outstanding thereunder, which shall remain be payable in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by accordance with the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementthereof.

Reaffirmation. Each Except as modified hereby, all of the Reaffirming Parties, as party to the Credit Agreement terms and certain provisions of the Collateral Documents First Lien ISDA Master Agreement and the other Credit Documents, Transaction Documents remain in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges full force and agrees that all effect. For the avoidance of its obligations under the Credit Agreementdoubt, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and Fee Letter (including any amendments or supplements) thereto shall remain in full force and effect on a continuous basisand after the Effective Date and the Parties agree, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit avoidance of doubt, that this extension shall not be a “refinancing” and the Secured Parties and (B) any guaranties made by it pursuant Monthly Base Fee shall continue to the Credit Agreement, (iii) acknowledges and apply. Party B hereby agrees that the grants amendments and modifications herein contained shall in no manner affect (other than expressly provided herein) or impair the Obligations or the Liens securing the payment and performance thereof. On and NY 78795444v17 after the date hereof, each reference in the First Lien ISDA Master Agreement to “this Agreement”, “hereunder”, “hereof” or words of security interests like import referring to the First Lien ISDA Master Agreement, and each reference in each of the other Transaction Documents to “the Intermediation Agreement”, “the First Lien ISDA Master Agreement”, “thereunder”, “thereof” or words of like import referring to the First Lien ISDA Master Agreement, shall mean and be a reference to the First Lien ISDA Master Agreement, as amended by it this Amendment. Except as expressly provided herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Party A under the First Lien ISDA Master Agreement or the other Transaction Documents, nor alter, modify, amend or in any way affect any of the obligations or covenants contained in any Collateral Document the First Lien ISDA Master Agreement or the other Transaction Documents, all of which are ratified and confirmed in all respects and shall continue in full force and effect. For all purposes of this Amendment, the First Lien ISDA Master Agreement and the other Transaction Documents, this Amendment shall constitute a “Transaction Document” and a “Transaction Document”. Each of Party B, Par LLC and McChord Pipeline Co. hereby ratifies and confirms all of its obligations and liabilities under the Transaction Documents to which it is a party shall remainparty, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent expressly modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementherein.

Reaffirmation. Each of the Borrower and the Subsidiary Guarantors (the Borrower and the Subsidiary Guarantors collectively being referred to as the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby further (a) acknowledges that the Loan Document Obligations shall include any and all amounts owing or to be owing by the Borrower or any Subsidiary Guarantor (whether direct or indirect (including those acquired by assumption), as party absolute or contingent, due or to become due, now existing or hereafter arising) to the Credit Administrative Agent, the Issuing Banks, any Lender or any Related Party of any of the foregoing under this Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Restated Credit Agreement, including all such obligations in respect of the Collateral Documents Tranche 2 Commitments and all Loans incurred thereunder (including all such obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other Credit similar proceeding, regardless of whether allowed or allowable in such proceeding, and including all such obligations arising before and after the Conversion Date), (b) reaffirms its Guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is a party are reaffirmed party, (c) agrees that, notwithstanding the effectiveness of this Agreement and remain the transactions contemplated hereby, such Guarantees, pledges and grants of security interests shall continue to be in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it and shall accrue to the Administrative Agent for the benefit of the Secured Parties (and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect be determined after giving effect to this Amendment, Agreement) and (ivd) agrees agrees, in the case of each Reaffirming Loan Party that is party to the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Guaranty Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Tesoro Panama is not required by the terms party to, that, solely for purposes of the Credit Agreement or any other Credit Document being entitled to consent to the amendments to the Credit Agreement effected pursuant to this Amendment receive contribution and (ii) nothing in the Credit indemnification payments under Section 8 of such Guaranty Agreement, this Amendment or any other Credit Document Tesoro Panama shall be deemed to require the consent of such be a “Guarantor” and any payment made by Tesoro Panama under any Guaranty or Security Agreement shall be deemed to be a “Guarantor to any future amendments to the Credit AgreementPayment”.

Reaffirmation. Each of The Master Issuer and each Guarantor (including those that that become party hereto after the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsdate hereof), in each case its respective capacity as amendedthe Master Issuer, supplemented a Guarantor, debtor, obligor, grantor, pledgor, assignor, or otherwise modified other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Related Document, hereby acknowledges and agrees to be bound by the provisions of Section 3.10 (including, without limitation, the implementation from time to timetime of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby (i) acknowledges and agrees that all in connection with and after giving effect to any Conforming Changes: (i) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its obligations under the Credit Agreementproperties relating to this Agreement or any other Related Document shall continue, the Collateral Documents be ratified and the other Credit Documents to which it is a party are reaffirmed be affirmed, and shall remain in full force and effect on a continuous basisand shall not be novated, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties discharged or otherwise impaired and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges the Related Documents and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and its obligations thereunder (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration contingent or otherwise) of principal shall continue, be ratified and interest on, be affirmed and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect and shall not be novated, discharged or otherwise impaired. In addition, each of the Master Issuer and each Guarantor hereby fully waives any requirements to notify the Master Issuer or such Guarantor, as applicable, of any Conforming Changes (except as expressly provided in Section 3.10). From time to any extent modified hereby Each time, the Master Issuer and each Guarantor acknowledges shall execute and agrees that (i) notwithstanding the conditions deliver, or cause to effectiveness set forth in this Amendmentbe executed and delivered, such Guarantor is not required by instruments, agreements, certificates or documents, and take all such actions, as Administrative Agent may reasonably request for the terms purposes of implementing or effectuating the Credit Agreement provisions of Section 3.10, or any of renewing, continuing, reaffirming or ratifying the rights of Administrative Agent, and the other Credit Document to consent Secured Parties with respect to the amendments to Master Issuer’s or Guarantor’s obligations or the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementCollateral.

Reaffirmation. (a) Each Loan Party hereby (i) expressly acknowledges the terms of the Reaffirming Credit Agreement (as amended by this Amendment), (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Security Document secures all Obligations of the Loan Parties in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations (in each case other than as any such Liens have been released or reduced from time to time in accordance with the Loan Documents prior to the date hereof). (b) Each Loan Party hereby reaffirms, as of the Eighth Amendment Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, and (ii) as applicable with respect to Domestic Loan Parties, as party its guarantee of payment of the Obligations pursuant to Article IX of the Credit Agreement and certain its grant of Liens on the Collateral to secure the Obligations. (c) Each Loan Party hereby certifies that, as of the Collateral Documents date hereof (immediately after giving effect to the occurrence of the Eighth Amendment Effective Date and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all effectiveness of its obligations under the Credit AgreementAmendment), the Collateral Documents representations and warranties made by it contained in the other Credit Loan Documents to which it is a party are reaffirmed true and remain correct in full force and all material respects with the same effect as if made on a continuous basisthe date hereof, (ii) reaffirms (A) each Lien granted by it except to the Administrative Agent for the benefit of the Secured Parties and (B) extent any guaranties made by it pursuant such representation or warranty refers or pertains solely to a date prior to the Credit Agreement, date hereof (iiiin which case such representation and warranty was true and correct in all material respects as of such earlier date). (d) Each Loan Party hereby acknowledges and agrees that the grants acceptance by the Administrative Agent and each applicable Lender of security interests by it contained this document shall not be construed in any Collateral Document manner to which it is a party shall remainestablish any course of dealing on such Person’s part, in full force and effect after giving effect to this Amendment, and (iv) agrees that including the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) providing of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement any notice or the other Credit Documents, which shall remain requesting of any acknowledgment not otherwise expressly provided for in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor with respect to any future amendments amendment, waiver, supplement or other modification to the Credit Agreementany Loan Document or any arrangement contemplated by any Loan Document.

Reaffirmation. Each of the Reaffirming PartiesCredit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to timemay be, hereby (i) acknowledges ratifies and agrees that reaffirms all of its obligations payment and performance obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed (after giving effect hereto) and remain (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to this Ninth Amendment and acknowledges that each of the Loan Documents remains in full force and effect on and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Ninth Amendment shall not operate as a continuous basiswaiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties hereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, 2013 (as the same may be amended, supplemented or otherwise modified Ninth Amendment to First Lien Credit Agreement from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Parties, (iiy) reaffirms the Credit Parties shall cooperate in good faith with (A1) each Lien granted Consultant in connection with the performance by it to the Administrative Agent for the benefit Consultant of the Secured Parties and (B) any guaranties made by it its engagement pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Consulting Agreement or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the Credit Document to consent to Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the amendments Credit Agreement and shall provide Consultant or any such other consultant or advisor access to the Credit Agreement effected pursuant to this Amendment Parties’ senior management and professionals and (iiz) nothing all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Agreement, this Amendment Parties (or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent. Ninth Amendment to First Lien Credit Agreement.

Reaffirmation. Each Reaffirming Subsidiary hereby acknowledges its receipt of a copy of the Reaffirming Parties, as party to the Restated Credit Agreement and certain its review of the Collateral Documents terms and conditions thereof and consents to the terms and conditions of the Restated Credit Agreement and the transactions contemplated thereby. Each Reaffirming Party hereby (a) affirms and confirms its guarantees, pledges, grants and other commitments under the Reaffirmed Documents to which it is a party, as applicable, (b) affirms and confirms its obligations to indemnify and other commitments and obligations under the Reaffirmed Documents to which it is a party, as applicable, and (c) agrees that, notwithstanding the effectiveness of the Restated Credit DocumentsAgreement, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Reaffirmed Documents to which it is a party are reaffirmed and remain shall continue to be in full force and effect on a continuous basis, and (ii) reaffirms (A) each Lien granted by it all guarantees, pledges, grants and other commitments thereunder shall continue to the Administrative Agent for be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges hereby confirms and agrees that the grants “Obligations” (or, in the case of security interests by it contained the Swissco Pledge, the “Swissco Obligations”) outstanding under and as defined in any Collateral Document the Restated Credit Agreement shall constitute “Obligations” (or, in the case of the Swissco Pledge, the “Swissco Obligations”) (or such words of similar import) under the respective Reaffirmed Documents to which it is a party shall remainand hereby agrees that, in full force on and effect after giving effect to this Amendmentthe Effective Date, and (ivA) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent each reference to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the “Credit Agreement, this Amendment or ” in any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments be a reference to the Restated Credit Agreement and (B) each reference in any Loan Document (other than the Restated Credit Agreement or this Agreement) to Article IV, V, VI, VII, VIII, IX or X of the “Credit Agreement” shall be deemed to be a reference to Article III, IV, V, VI, VII, VIII or IX, respectively, of the Restated Credit Agreement, and references to Section numbers in such Articles of the “Credit Agreement”, and to Schedules identified by such Section numbers, will be deemed changed to correspond to the numbers of the Articles of the Restated Credit Agreement in which such Sections appear.

Reaffirmation. Each Guarantor hereby expressly: A. consents to the execution by Borrower and Lender of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents Amendment and the other Credit Documentsagreements, documents and instruments executed and delivered in connection therewith (the “Other Agreements”); 735993683 B. reaffirms all of its Guaranteed Obligations and other liabilities to Lender under the Guaranty, as amended hereby, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all respects; C. reaffirms all of its obligations and liabilities to Lender under the Credit AgreementIndemnity, in all respects; D. agrees that all such Guaranteed Obligations and obligations and liabilities to Lender under the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain Indemnity, shall continue in full force and effect on and shall not be discharged, limited, impaired or affected in any matter whatsoever as a continuous basisresult of the execution and delivery of the Amendment, (ii) reaffirms (A) the Other Agreements or any of the transactions set forth therein; and E. represents and warrants to Lender that each Lien granted of the representations and warranties made by it the undersigned to Lender in any of the documents executed in connection with the aforesaid loans to Borrower remain true and correct, excluding those representations and warranties that solely and expressly related to a specific period of time prior to the Administrative Agent for the benefit of the Secured Parties date hereof and (B) any guaranties made by it pursuant subject to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreementexceptions described on Schedule 1 attached hereto. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding its execution and delivery of this Reaffirmation was a material inducement to, among other things, Lender entering into the conditions to effectiveness set forth in this Amendment, such Guarantor is and without this Reaffirmation, Lender would not required by have entered into the Amendment. Although the undersigned has been informed of the terms of the Credit Agreement Amendment, the undersigned understands and agrees that Lender has no duty to so notify any Guarantor or to seek this or any other Credit Document to future acknowledgment, consent to the amendments to the Credit Agreement effected pursuant to this Amendment or reaffirmation, and (ii) nothing in the Credit Agreement, this Amendment contained herein shall create or imply any other Credit Document shall be deemed to require the consent of such Guarantor duty as to any future amendments to the Credit Agreementtransactions, past or future.

Reaffirmation. Each of the Reaffirming PartiesCredit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Agreement Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and certain reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Collateral Obligations as amended hereby. Each of the Credit Parties hereby consents to this Tenth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the other execution of this Tenth Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit DocumentsParties hereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, in each case 2013 (as the same may be amended, supplemented or otherwise modified from time to time, hereby the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (i“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Parties, (y) acknowledges and agrees that all the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it engagement pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Consulting Agreement or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the Credit Document to consent to Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the amendments Credit Agreement and shall provide Consultant or any such other consultant or advisor access to the Credit Agreement effected pursuant to this Amendment Parties’ senior management and professionals and (iiz) nothing all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Agreement, this Amendment Parties (or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementParties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent.

Reaffirmation. Each of Borrower and each other Obligor (including those that that become party hereto after the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsdate hereof), in each case its respective capacity as amendeda Borrower, supplemented debtor, obligor, grantor, pledgor, guarantor, assignor, or otherwise modified other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Loan Document, hereby acknowledges and agrees to be bound by the provisions of Section 2.17 (including, without limitation, the implementation from time to timetime of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby (i) acknowledges and agrees that all in connection with and after giving effect to any Benchmark Cessation Changes: (a) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (b) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its obligations under the Credit Agreementproperties relating to this Agreement or any other Loan Document shall continue, the Collateral Documents be ratified and the other Credit Documents to which it is a party are reaffirmed be affirmed, and shall remain in full force and effect on a continuous basisand shall not be novated, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties discharged or otherwise impaired and (Bc) any guaranties made by it pursuant to the Credit Agreement, Loan Documents and its obligations thereunder (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration contingent or otherwise) of principal shall continue, be ratified and interest on, be affirmed and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect and shall not be novated, discharged or otherwise impaired. In addition, each Obligor hereby fully waives any requirements to notify such Obligor of any Benchmark Cessation Changes (except to any extent modified as expressly provided in Section 2.17). In furtherance of the foregoing, each Obligor hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentappoints Administrative Borrower and Administrative Borrower hereby accepts such appointment as its agent, such Guarantor is not required by the terms attorney-in-fact and representative for purposes of the Credit Agreement or delivery of any and all documents, instruments, agreements and other Credit Document materials required to consent be delivered by any such party and for all other administrative purposes incidental to any of the amendments to the Credit Agreement effected pursuant to foregoing provisions of this Amendment Section 9.25 and Section 2.17 and (ii) nothing hereby authorizes Administrative Borrower to take such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section 9.25 and Section 2.17 on its behalf. From time to time, Administrative Borrower (both in the Credit Agreementits individual capacity and in its capacity as agent, this Amendment or any agent, attorney-in-fact and representative of each other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments Obligor pursuant to the Credit Agreementimmediately preceding sentence) and the Obligors shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as Lender may reasonably request for the purposes of implementing or effectuating the provisions of Section 2.17, or of renewing, continuing, reaffirming or ratifying the rights of Lender with respect to the Obligations or the Collateral.

Reaffirmation. Each Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the Reaffirming Parties“Obligations” (as defined in the Original Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes and the Original Agreement, as party amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the Transaction Documents (including the Transactions Documents as such term is defined in the Original Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and certain the Notes delivered or reaffirmed hereunder, and under the Notes and the Original Agreement, as amended and restated pursuant to US_142815097 the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the Collateral Documents foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.18. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the other Credit DocumentsNotes issued or reaffirmed hereunder, in respectively (as each case as may be further amended, restated, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under ). Cross-references in the Credit Agreement, the Collateral Documents and the other Credit Transaction Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing particular section numbers in the Credit Agreement, this Amendment or any other Credit Document Original Agreement shall be deemed to require the consent of such Guarantor to any future amendments be cross-references to the Credit corresponding sections, as applicable, of this Agreement.

Reaffirmation. Each of (a) To induce the Reaffirming PartiesLenders party hereto and the Administrative Agent to enter into this Third Amendment, as each Loan Party party to hereto hereby acknowledges and reaffirms its obligations under each Loan Document (including the Credit Agreement and certain as amended by this Third Amendment) to which it is a party, including, without limitation, any grant, pledge or collateral assignment of the Collateral Documents and the other Credit Documentsa Lien or security interest, as applicable, contained therein, in each case case, as amended, restated, supplemented or otherwise modified from time prior to time, hereby (i) or as of the date hereof. The Borrower acknowledges and agrees that all each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect, 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 Third Amendment. (b) In furtherance of the foregoing Section 8(a), each Loan Party party hereto, in its capacity as a Guarantor under any Guarantee Agreement to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of such Guarantee Agreement and agrees that such Guarantee Agreement remains in full force and effect to the extent set forth in such Guarantee Agreement and after giving effect to this Third Amendment. Each Reaffirming Loan Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Obligations, including without limitation the payment and performance of all such applicable Obligations that are reaffirmed joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guarantee and each of the Loan Documents 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 Third Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, each other Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 8(a), each of the Loan Parties party hereto that is party to any Security Document, in its capacity as a Grantor (as defined in such Security Document) under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Third Amendment and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Loan Document (in each case, to the extent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect on effect. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Obligations, as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter existing, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it pursuant continuing Lien on all of such Grantor’s right, title and interest in, to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainunder all Collateral, in full force each case, whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise) , of principal and interest onall applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Third Amendment), subject to the terms contained in the applicable Loan Documents, and premium (if anyiii) onconfirms its respective pledges, the Term Loans grants of security interests and other obligations, as applicable, under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except subject to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of each of the Credit Agreement or any other Credit Document Security Documents to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementwhich it is a party.

Reaffirmation. Each By executing and delivering a counterpart hereof: (a) each Borrower in its capacity as such immediately after giving effect to this Amendment and transactions contemplated hereby (including the release set forth in Section 2.6 above) hereby affirms and confirms all of its Obligations under the Reaffirming PartiesExisting Credit Agreement, as party the Amended Credit Agreement, and each other Loan Document (including, without limitation, (x) the USD Term A Loans, the USD Revolving Loans, the USD Swing Line Loans and other Obligations related to the Credit Agreement and certain of the Collateral Documents and the other Credit DocumentsUSD Revolving Commitments, in each case solely to the extent applicable to such Borrower as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges set forth herein and agrees that all of its obligations under in the Amended Credit Agreement, and (y) the Collateral Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the other Credit transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party are reaffirmed and remain shall continue to be in full force and effect on a continuous basisin the manner provided therein, (iib) reaffirms in the case of each Domestic Guarantor (Aas defined in the Guaranty) each Lien granted by it in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Domestic Guarantor hereby affirms and confirms all of its Guaranteed Obligations under and as defined in the Guaranty, subject to the Administrative Agent for terms, limitations and conditions set forth therein, in the benefit Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Secured Parties and (B) any guaranties Amended Credit Agreement), consents to the modifications made by it to the Loan Documents pursuant to the Credit Agreementthis Amendment, (iii) acknowledges and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that the grants of security interests by it contained in any Collateral Document Security Documents to which it is a party shall remain, continue to be in full force and effect in the manner provided therein and (c) in the case of each Foreign Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Foreign Guarantor hereby affirms and confirms all of its Guaranteed Foreign Obligations under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and (iv) agrees that that, notwithstanding the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) effectiveness of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect in the manner provided therein, except in the case of clauses (a), (b) and (c) of this paragraph, subject in all respects to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms Section 12.22 of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement.

Reaffirmation. Each of the Reaffirming Loan Parties, as party if and to the Credit Agreement and certain extent it is a borrower, debtor, grantor, pledgor or guarantor under any of the Collateral Documents and the other Credit Loan Documents, or has otherwise granted liens or security interests in each any of its property pursuant to as security for the Obligations or has otherwise acted as accommodation party or guarantor of the Obligations pursuant thereto, as the case as amended, supplemented or otherwise modified from time to timemay be, hereby (i) acknowledges ratifies and agrees that reaffirms all of its obligations payment and performance obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed party; (ii)ratifies and remain reaffirms its grant of security interests and liens and guarantee under the Loan Documents, as applicable, and confirms and agrees that such security interests, liens and guarantee hereafter secure all of the Obligations as amended hereby; and (iii) ratifies and reaffirms the validity and enforceability of each appointment of the Administrative Agent as its proxy and true and lawful attorney-in-fact under each applicable Loan Document (in each case, in accordance with the terms of such applicable Loan Document) and, as of the date hereof, reappoints the Administrative Agent as its proxy and true and lawful attorney-in-fact in accordance with the terms of and subject to any limitations contained in each applicable Loan Document, which appointment is IRREVOCABLE and coupled with an interest, for the purposes expressly set forth in the applicable Loan Documents. Each of the Loan Parties hereby consents to this Amendment and acknowledges that, except as amended by this Amendment, each of the Loan Documents remains in full force and effect on and is hereby ratified and reaffirmed. Except as specifically amended hereby, the execution of this Amendment shall not operate as a continuous basiswaiver of any right, (ii) reaffirms (A) each Lien granted by it to power or remedy of the Administrative Agent for the benefit or Lenders, constitute a waiver of any provision of any of the Secured Parties and (B) any guaranties made by it pursuant Loan Documents or serve to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is effect a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementObligations.

Reaffirmation. (a) Each Borrower, on behalf of the Reaffirming Parties, as party to the Credit Agreement itself and certain of the Collateral Documents and the each other Credit Documents, in each case as amended, supplemented or otherwise modified from time to timeLoan Party, hereby (i) expressly acknowledges and agrees that all the terms of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisAgreement (as amended by this Amendment), (ii) reaffirms ratifies and affirms their respective obligations under the Loan Documents (Aincluding guarantees and security agreements as amended by this Amendment) each Lien granted executed by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreementundersigned, (iii) acknowledges acknowledges, renews and extends their respective continued liability under all such Loan Documents and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall such Loan Documents remain in full force and effect, except (iv) agrees that each Collateral Document secures all Secured Obligations of the Loan Parties in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Document or of any Secured Obligations. Each Borrower, on behalf of itself and each other Loan Party, ratifies and confirms that all Liens granted, conveyed, or assigned to any extent modified the Administrative Agent by such Person pursuant to each Loan Document to which such Loan Party is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Secured Obligations. (b) Each Borrower, on behalf of itself and each other Loan Party, hereby reaffirms, as of the Seventh Amendment Effective Date, (i) the covenants and agreements contained in each Loan Document to which such Loan Party is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby and (ii) their respective guarantee of payment of the Secured Obligations pursuant to the Subsidiary Guaranty. (c) Parent hereby reaffirms, as of the Seventh Amendment Effective Date, its guarantee of payment of the Secured Obligations pursuant to Article X of the Credit Agreement. (d) Each Guarantor Borrower, on behalf of itself and each other Loan Party, hereby acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required acceptance by the terms Administrative Agent and each applicable Lender of this document shall not be construed in any manner to establish any course of dealing on such Person’s part, including the Credit Agreement providing of any notice or the requesting of any other Credit acknowledgment not otherwise expressly provided for in any Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor with respect to any future amendments amendment, waiver, supplement or other modification to the Credit Agreementany Loan Document or any arrangement contemplated by any Loan Document.

Reaffirmation. Each By signing this Agreement, each Loan Party party hereto hereby confirms that, as of the Reaffirming PartiesThird Amendment Effective Date, as party to (a) the obligations of the Loan Parties under the Amended Credit Agreement and certain the other Loan Documents (i) are entitled to the benefits of the Collateral guarantees and Liens set forth or created in the Existing Credit Agreement, the Security Documents and each other Loan Documents, (ii) constitute “Obligations”, “Secured Obligations” and “Guaranteed Obligations” or other similar term for purposes of (and as defined in, as applicable) the Existing Credit Agreement, the Security and Guarantee Documents and all other Loan Documents, and (iii) except as expressly set forth herein, the Security and Guarantee Documents and the other Credit DocumentsLoan Documents are, in each case as amendedand shall continue to be, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, and are hereby ratified and confirmed in all respects; and (ii) reaffirms (Ab) each Lien granted by it Continuing Tranche B2 Lender and the New Tranche B2 Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Loan Party party hereto hereby ratifies and confirms that, as of the Third Amendment Effective Date, all Liens granted, conveyed or assigned to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made or Collateral Agent, as applicable, by it such Person pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Loan Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except are not released or reduced, and continue to any extent modified hereby secure full payment and performance of the Obligations. Each Guarantor Loan Party other than the Borrower acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Guarantor Loan Party is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit this Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendments to amendment, consent or waiver of the terms of the Amended Credit Agreement.

Reaffirmation. Each of the Reaffirming PartiesCredit Party, as party to guarantors, debtors, grantors, pledgors (including in connection with any negative pledges), assignors, or in other similar capacities in which such parties guarantee the Credit Agreement liabilities and certain obligations of Borrower, grant liens or security interests in their properties or otherwise act as accommodation parties, as the Collateral Documents and case may be, in any case under the other Credit Loan Documents, in each case as amended, supplemented ratifies and reaffirms (by signing a counterpart of this Amendment or otherwise modified from time to time, hereby (ia separate Acknowledgement hereof) acknowledges and agrees that all of its obligations payment and performance obligations, contingent or otherwise, affirmative or negative, under the Credit Agreement, the Collateral Documents and the other Credit each of such existing Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisand, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent extent such party granted liens on or security interests in any of its properties pursuant to any such existing Loan Documents as security for the benefit of the Secured Parties and (B) any guaranties made by it pursuant Borrower’s obligations under or with respect to the Credit Agreement, (iii) each hereby ratifies and reaffirms such grant of liens and security interests and confirms and agrees that such liens and security interests continue to secure all of the liabilities and obligations of Borrower owing to Lender. Each of the foregoing hereby acknowledges that each of the Loan Documents remains in fall force and effect and is hereby ratified and confirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of Lender nor constitute a waiver of any provision of any of the Loan Documents, except as expressly set forth herein and shall be limited to the particular instance expressly set forth. The Borrower and each Credit Party confirms and agrees that the grants Credit Agreement, the Security Agreement and each Loan Document and each and every covenant, condition, obligation, representation (except those representations which relate only to a specific date, which are confirmed as of security interests by it contained in any Collateral Document such date only), warranty and provision set forth therein are, and shall continue to which it is a party shall remainbe, in full force and effect after giving effect to this Amendmentand are hereby confirmed, reaffirmed and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained ratified in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementall respects.

Reaffirmation. (a) Each Reaffirming Party hereby (i) consents to the Indenture and the issuance of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit DocumentsNotes thereunder, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges amending and agrees that all of its obligations under restating the Credit Agreement, the Collateral Documents Original Indenture and the other Credit Original Notes, respectively, and (ii) confirms its respective grants of security interests under each of the Securities Documents to which it is a party are reaffirmed party, and remain agrees that, notwithstanding the occurrence of the Issue Date, such grants of security interests shall continue to be in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it and shall accrue to the Administrative Agent for the benefit of the Secured Parties Initial Holder. Each Reaffirming Party further agrees to take any action that may be required or that is reasonably requested by the Initial Holder to ensure compliance with Sections 3.13, 3.19, 12.3 and (B) any guaranties made by it pursuant to 12.4 of the Credit Agreement, (iii) acknowledges Indenture and agrees that hereby reaffirms its obligations under each similar provision of each of the grants of security interests by it contained in any Collateral Document Securities Documents to which it is a party shall remainparty. (b) As security for the payment or performance, as the case may be, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by obligations under the terms Indenture (including the guarantee of the Credit Agreement or any other Credit Document to consent to Company’s obligations incurred under the amendments to the Credit Agreement effected pursuant to this Amendment Notes), and (ii) nothing the other Secured Obligations (as defined in the Credit Security Agreement), this Amendment each Reaffirming Party hereby grants to the Initial Holder, a security interest in, all right, title or interest now owned or at any time hereafter acquired by such Reaffirming Party in, or in which such Reaffirming Party now has or at any time in the future may acquire any right, title or interest in, the Collateral. (c) Each Reaffirming Party hereby authorizes the Initial Holder at any time and from time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements (including fixture filings) and amendments thereto without the signature of such Reaffirming Party in such form and in such filing offices as the Initial Holder reasonably determines, that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether the Reaffirming Party is an organization, the type of organization and any organizational identification number issued to the Reaffirming Party and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates. The Reaffirming Party agrees to provide all information necessary or desirable for such financing statements to the Initial Holder promptly upon request. In addition, each Reaffirming Party hereby authorizes and agrees that such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other Credit Document shall be deemed manner as the Initial Holder may determine, in its sole discretion, is necessary, advisable or prudent to require ensure the consent perfection of such Guarantor to any future amendments the security interest in the Collateral granted to the Credit AgreementInitial Holder in any of the Securities Documents, including, without limitation, describing such property as “all assets now owned or hereafter acquired” or “all personal property now owned or hereafter acquired”.

Reaffirmation. Each of the Reaffirming PartiesCredit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to timemay be, hereby (i) acknowledges ratifies and agrees that reaffirms all of its obligations payment and performance obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed (after giving effect hereto) and remain (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect on and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a continuous basiswaiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties hereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, 2013 (the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), as a result of the Designated Default, Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Parties, (iiy) reaffirms (A) each Lien granted by it the Credit Parties shall continue to the Administrative Agent for the benefit cooperate in good faith with Consultant and provide Consultant access to senior management of the Secured Parties and (B) any guaranties made by it Credit Parties, in each case, pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness engagement set forth in this Amendment, the Consulting Agreement and (z) all expenses incurred by Agent pursuant to such Guarantor is not required Consulting Agreement shall constitute Obligations and shall be paid by the terms Credit Parties (or the Credit Parties shall reimburse Agent therefor) pursuant to Section 9.5 of the Credit Agreement or any other Credit Document to consent to (and notwithstanding the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing waiver set forth in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementSection 2 hereof).

Reaffirmation. Each The Borrower and the Performance Guarantor, in its respective capacity as the Borrower, the Performance Guarantor, debtor, obligor, grantor, pledgor, assignor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Transaction Document, hereby acknowledges and agrees to be bound by the provisions of Section 4.5 of the Reaffirming PartiesAgreement (including, as party to without limitation, the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified implementation from time to timetime of any Benchmark Replacement and any Conforming Changes in accordance therewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations theretofore provided) hereby (i) acknowledges and agrees that all in connection with and after giving effect to any Conforming Changes: (i) its Obligations or Guaranteed Obligations, as applicable, shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its obligations under properties relating to the Credit AgreementAgreement or any other Transaction Document shall continue, the Collateral Documents be ratified and the other Credit Documents to which it is a party are reaffirmed be affirmed, and shall remain in full force and effect on a continuous basisand shall not be novated, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties discharged or otherwise impaired and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges the Transaction Documents and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and its obligations thereunder (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration contingent or otherwise) of principal shall continue, be ratified and interest on, be affirmed and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect and shall not be novated, discharged or otherwise impaired. In addition, the Borrower and the Performance Guarantor hereby fully waive any requirements to notify the Borrower or the Performance Guarantor, as applicable, of any Conforming Changes (except as expressly provided in Section 4.5 of the Agreement). From time to any extent modified hereby Each time, the Borrower and the Performance Guarantor acknowledges shall execute and agrees that (i) notwithstanding the conditions deliver, or cause to effectiveness set forth in this Amendmentbe executed and delivered, such Guarantor is not required by instruments, agreements, certificates or documents, and take all such actions, as the terms Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of Section 4.5 of the Credit Agreement Agreement, or any of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent, and the other Credit Document to consent Secured Parties with respect to the amendments to Borrower’s or the Credit Agreement effected pursuant to this Amendment and (ii) nothing in Performance Guarantor’s obligations or the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementCollateral.

Reaffirmation. Each The Borrowers hereby expressly reaffirm and assume all of their obligations and liabilities to the Administrative Agent, the Facility A Lenders, the Facility B Lenders and the Issuing Bank as set forth in the Credit Agreement and the other Loan Documents and agree to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the Reaffirming Partiesterms, conditions, provisions, agreements, representations, undertakings, warranties, indemnities, grants of security interests and covenants contained in the Credit Agreement and the other Loan Documents, as party such obligations and liabilities may be modified by this Amendment, as though the Credit Agreement and the other Loan Documents were being re-executed on the date hereof, except to the extent that such terms expressly relate to an earlier date. The Borrowers hereby ratify, confirm and affirm without condition, all liens and security interests granted to the Administrative Agent pursuant to the Credit Agreement and certain of the Collateral other Loan Documents and such liens and security interests shall continue to secure the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations Obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted Agreement as amended by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that all extensions, renewals, refinancings, amendments or modifications of any of the Obligations includeforegoing. The Facility B Lenders hereby ratify and confirm all of their obligations, among other things liabilities and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans undertakings under the Amended Intercreditor Agreement. Nothing contained in this Amendment shall , as such obligations, liabilities and undertakings may be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in by this Amendment, such Guarantor is not required by as though the terms of Intercreditor Agreement were being re-executed on the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementdate hereof.

Reaffirmation. (a) Each of the Reaffirming PartiesExisting Borrower, as party to the Credit Agreement and certain of borrower, debtor, grantor, mortgagor, pledgor, guarantor or assignor, or in any other similar capacities in which such Person grants Liens or security interests in the Collateral Documents and or otherwise acts as an accommodation party or guarantor, as the other Credit Documentscase may be, in each any case as amended, supplemented or otherwise modified from time to timeunder the Loan Documents, hereby (i) acknowledges ratifies and agrees that reaffirms all of its payment, performance and observance obligations and liabilities, whether contingent or otherwise, under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Loan Document to which it is a party shall remainparty, and (ii) to the extent such Person granted Liens on or security interests in any of the Collateral pursuant to any Loan Document as security for the Obligations and the obligations, liabilities and indebtedness of such Person under or with respect to the Loan Documents, ratifies and reaffirms such grant of security and confirms and agrees that such Liens and security interests hereafter secure all of the Obligations and the other obligations, indebtedness and liabilities of such Person and the other Borrowers, as applicable, under the Loan Documents. (b) Each Existing Borrower acknowledges receipt of a copy of the Credit Agreement and the other Loan Documents executed and delivered in connection therewith and acknowledges that each of the Loan Documents remains in full force and effect after giving effect to and hereby is ratified and confirmed. The execution and delivery of this AmendmentAgreement, and (iv) agrees that the Obligations includeperformance of Existing Borrowers’ obligations hereunder, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that not (i) notwithstanding the conditions to effectiveness set forth in this Amendmentoperate as a waiver of any right, such Guarantor is not required by the terms power or remedy of the Credit Agreement Agent or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and Lender, (ii) nothing in constitute a waiver of any provision of any of the Credit AgreementLoan Documents, or (iii) constitute a novation of any of the Obligations or other obligations under the Loan Documents. Each Borrower agrees that this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to Agreement constitutes a “Loan Document” under the Credit Agreement.

Reaffirmation. Each of the Reaffirming PartiesCredit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Agreement Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and certain reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Collateral Obligations as amended hereby. Each of the Credit Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the other execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit DocumentsParties hereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, in each case 2013 (as the same may be amended, supplemented or otherwise modified from time to time, hereby the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (i“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Parties, (y) acknowledges and agrees that all the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it engagement pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Consulting Agreement or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the Credit Document to consent to Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the amendments Credit Agreement and shall provide Consultant or any such other consultant or advisor access to the Credit Agreement effected pursuant to this Amendment Parties’ senior management and professionals and (iiz) nothing all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Agreement, this Amendment Parties (or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementParties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent (and notwithstanding the waiver set forth in Section 2 hereof).

Reaffirmation. Each of the Reaffirming Parties, as party Loan Parties hereby consents to the amendment of the Credit Agreement described in Section 1 of this Amendment and certain hereby confirms its prior respective guarantees, pledges, grants of security interests, subordinations and other obligations, as applicable, under and subject to the terms of each of the Collateral Loan Documents to which it is party, and confirms, agrees and acknowledges that this Amendment shall not constitute a novation of the Credit Agreement or any of the other Loan Document and, notwithstanding the consummation of this Amendment, such guarantees, pledges, grants of security interests, subordinations and other obligations, and the other Credit Documents, in terms of each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party party, except as expressly modified by this Amendment, are reaffirmed not affected or impaired in any manner whatsoever and remain shall continue to be in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it shall also guarantee and secure all obligations as amended and reaffirmed pursuant to the Credit Agreement and this Amendment (including, for the avoidance of doubt, the Term B-6 Loans and all other “Secured Obligations” under and as defined in the Amended Credit Agreement). Each of the Loan Parties hereby confirms in respect of the Loan Documents governed by Dutch law at the time of the entering into such Loan Documents, it was their intention (iiiand it is still their intention and agreement) that (i) any security right created under such Loan Document was intended to extend to the amount of the Secured Obligations (as defined in such Loan Document) from time to time notwithstanding any amendment, variation, increase, extension, addition of other event, including the amendments referred to in this Amendment, and (ii) any amount owed by the Loan Parties under the Credit Agreement as amended by and in accordance with the terms of this Amendment (including, for the avoidance of doubt, the Term B-6 Loans and all other “Secured Obligations” under and as defined in the Amended Credit Agreement) are part of the definition of the "Secured Obligations" (as defined in the Loan Documents governed by Dutch law), a "Parallel Debt" as defined in Section 10.10 of the Credit Agreement and the "Corresponding Obligations" (as defined in the Credit Agreement). Each of the Loan Parties confirms, acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it Specified Refinancing Lender providing the Term B-6 Loans is a party shall remain, in full force “Lender” and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans “Secured Party” for all purposes under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Loan Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Reaffirmation. Each of The Borrower and Sponsor (and any other obligor that becomes party hereto after the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsdate hereof), in each case its respective capacity as amendeda Borrower, supplemented debtor, obligor, grantor, pledgor, guarantor, assignor, or otherwise modified other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Loan Document, hereby acknowledges and agrees to be bound by the provisions of this Section 4.10 (including, without limitation, the implementation from time to timetime of any Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby (i) acknowledges and agrees that all in connection with and after giving effect to any Benchmark Cessation Changes: (i) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its obligations under the Credit Agreementproperties relating to this Agreement or any other Loan Document shall continue, the Collateral Documents be ratified and the other Credit Documents to which it is a party are reaffirmed be affirmed, and shall remain in full force and effect on a continuous basisand shall not be novated, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties discharged or otherwise impaired and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges the Loan Documents and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and its obligations thereunder (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration contingent or otherwise) of principal shall continue, be ratified and interest on, be affirmed and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect and shall not be novated, discharged or otherwise impaired. In addition, Borrower hereby fully waives any requirements to notify Borrower of any Benchmark Cessation Changes (except to any extent modified as expressly provided in this Section 4.10). In furtherance of the foregoing, each of Borrower and Sponsor hereby Each Guarantor acknowledges and agrees that (i) notwithstanding appoints the conditions to effectiveness set forth in this AmendmentBorrower (and the Borrower hereby accepts such appointment) as its agent, such Guarantor is not required by the terms attorney-in-fact and representative for purposes of the Credit Agreement or delivery of any and all documents, instruments, agreements and other Credit Document materials required to consent be delivered by any such party and for all other administrative purposes incidental to any of the amendments to the Credit Agreement effected pursuant to foregoing provisions of this Amendment clause (g) and Section 4.10 generally, and (ii) nothing hereby authorizes the Borrower to take such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section (g) and this Section 4.10 generally on its behalf. From time to time, the Borrower (both in its individual capacity and in its capacity as agent, agent, attorney-in-fact and representative of each other obligor under the Credit Agreement, this Amendment or Loan Documents pursuant to the immediately preceding sentence) and Sponsor and any other Credit Document obligor under the Loan Documents shall execute and deliver, or cause to be deemed to require executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the consent Administrative Agent may reasonably request for the purposes implementing or effectuating the provisions of such Guarantor to any future amendments this Section 4.10, or of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent, the Collateral Agent, the Lenders and the other Secured Parties with respect to the Credit AgreementObligations or the Collateral.

Reaffirmation. Each of the Reaffirming Parties(a) After giving effect to this Amendment No. 2, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges the Borrower reaffirms the covenants, pledges, grants of Liens and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the agreements or other Credit Documents commitments contained in each Loan Document to which it is a party are reaffirmed party, including, in each case, such covenants, pledges, grants of Liens and remain agreements or other commitments as in full force and effect on a continuous basisimmediately after giving effect to this Amendment No. 2, (ii) each Guarantor reaffirms its guarantee of the Obligations and (Aiii) each of the Borrower and each Guarantor reaffirms each Lien granted by it to the Administrative Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party which Liens shall continue in full force and (B) any guaranties made effect during the term of the Credit Agreement as amended by it pursuant this Amendment No. 2, and shall continue to secure the Obligations, in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by this Amendment No. 2, and the other Loan Documents. (iiib) Each of the Borrower and each Guarantor hereby acknowledges and agrees that neither the grants modification of security interests by it contained in the Credit Agreement effected pursuant to this Amendment No. 2 nor the execution, delivery, performance or effectiveness of this Amendment No. 2 impairs the validity, effectiveness or priority of the Liens granted pursuant to any Collateral Loan Document and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred. (c) Each of the Borrower and each Guarantor hereby acknowledges and agrees that (A) each Loan Document to which it is a party shall remain, continue to be in full force and effect after giving effect to this Amendment, and (ivB) agrees that the Obligations includeall guarantees, among pledges, grants of Liens, covenants, agreements and other things and without limitation, the prompt and complete payment and performance commitments by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans such Loan Party under the Amended Agreement. Nothing contained in this Amendment Loan Documents shall continue to be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effecteffect and shall accrue to the benefit of the Secured Parties and shall not be affected, except to any extent modified impaired or discharged hereby Each Guarantor acknowledges and agrees that (i) notwithstanding or by the conditions to effectiveness set forth transactions contemplated in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementNo. 2.

Reaffirmation. (a) Each Loan Party hereby (i) expressly acknowledges the terms of the Reaffirming Credit Agreement (as amended by this Amendment), (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Security Document secures all Obligations of the Loan Parties in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations (in each case other than as any such Liens have been released or reduced from time to time in accordance with the Loan Documents prior to the date hereof). (b) Each Loan Party hereby reaffirms, as of the Ninth Amendment Effective Date, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, and (ii) as applicable with respect to Domestic Loan Parties, as party its guarantee of payment of the Obligations pursuant to Article IX of the Credit Agreement and certain its grant of Liens on the Collateral to secure the Obligations. (c) Each Loan Party hereby certifies that, as of the Collateral Documents date hereof (immediately after giving effect to the occurrence of the Ninth Amendment Effective Date and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all effectiveness of its obligations under the Credit AgreementAmendment), the Collateral Documents representations and warranties made by it contained in the other Credit Loan Documents to which it is a party are reaffirmed true and remain correct in full force and all material respects with the same effect as if made on a continuous basisthe date hereof, (ii) reaffirms (A) each Lien granted by it except to the Administrative Agent for the benefit of the Secured Parties and (B) extent any guaranties made by it pursuant such representation or warranty refers or pertains solely to a date prior to the Credit Agreement, date hereof (iiiin which case such representation and warranty was true and correct in all material respects as of such earlier date). (d) Each Loan Party hereby acknowledges and agrees that the grants acceptance by the Administrative Agent and each applicable Lender of security interests by it contained this document shall not be construed in any Collateral Document manner to which it is a party shall remainestablish any course of dealing on such Person’s part, in full force and effect after giving effect to this Amendment, and (iv) agrees that including the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) providing of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement any notice or the other Credit Documents, which shall remain requesting of any acknowledgment not otherwise expressly provided for in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor with respect to any future amendments amendment, waiver, supplement or other modification to the Credit Agreementany Loan Document or any arrangement contemplated by any Loan Document.

Reaffirmation. Each In connection with the consent described above, and the execution and effectiveness of the Reaffirming PartiesAmended and Restated Note, each of Xxxxxxx Intermediate Holdings LLC, a Delaware limited liability company (“Xxxxxxx Intermediate”), and Xxxxxxx Furniture Company 2.0, LLC, a Virginia limited liability company (“SFC 2.0” and together with Xxxxxxx Intermediate, the “Existing Guarantors”), as party parties to certain Related Documents (including guaranties, pledge agreements, and security agreements) hereby expressly: (a) consents to the Credit Agreement execution by the Borrower and certain the Lender of this Agreement, the Collateral Documents Amended and Restated Note, and the other Credit Documentsdocuments described in Section 5 below; (b) acknowledges that the “Liability of Borrower” (as defined in the Guaranty) includes all of the obligations and liabilities owing from time to time by the Borrower to the Lender, in including, but not limited to, the obligations and liabilities under and pursuant to the Note and the Amended and Restated Note, each case as amendedmodified, supplemented or otherwise modified extended, and/or replaced from time to time, hereby ; (ic) acknowledges that it does not have any set-off, defense, or counterclaim to the payment or performance of any of the obligations of any party under the Note or the Amended Note or under the Guaranty and the other Related Documents; (d) reaffirms, assumes, and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, and conditions that are contained in the Guaranty and the other Related Documents; (e) agrees that all of its such obligations and liabilities under the Credit Agreement, the Collateral Documents Guaranty and the other Credit Related Documents to which it is a party are reaffirmed and remain shall continue in full force and effect on a continuous basisthat the execution and delivery of this Agreement to, and its acceptance by, the Lender shall not in any manner whatsoever (i) impair or affect the liability of any Existing Guarantor to the Lender under the Guaranty or any other Related Document; (ii) reaffirms (A) each Lien granted by it prejudice, waive, or be construed to impair, affect, prejudice, or waive the Administrative Agent for the benefit rights and remedies of the Secured Parties and (B) Lender at law, in equity or by statute, against any guaranties made by it Existing Guarantor pursuant to the Credit Agreement, Guaranty or any other Related Document; and/or (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainrelease or discharge, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall nor be construed as substitution to release or novation discharge, any of the obligations outstanding and liabilities owing to the Lender by any Existing Guarantor under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement Guaranty or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment Related Document; and (iif) nothing represents and warrants that each of the representations and warranties made by any Existing Guarantor in any of the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require documents executed in connection with the consent Note and the Amended and Restated Note remains true and correct as of such Guarantor to any future amendments to the Credit Agreementdate hereof.

Reaffirmation. Each Except as expressly amended hereby, all of the Reaffirming Parties, as party to terms and provisions of the Credit Agreement and certain all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. In furtherance of the Collateral Documents foregoing, each of the Loan Parties party hereto hereby irrevocably and unconditionally ratifies its grant of security interest and pledge under the Guaranty and Security Agreement and each Loan Document and confirms that the liens, security interests and pledges granted thereunder continue to secure the Obligations, including, without limitation, any additional Obligations resulting from or incurred pursuant to this Amendment. Each of the Loan Parties hereto, as debtor, grantor, mortgagor, xxxxxxx, guarantor, assignor, or in any other Credit Documents, similar capacity in each case as amended, supplemented which such Loan Party grants liens or security interests in its property or otherwise modified from time to timeacts as accommodation party, guarantor, or indemnitor, as the case may be, hereby (i) acknowledges ratifies and agrees that reaffirms all of its obligations payment and performance obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (ivhereto) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Credit AgreementObligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interest and liens and confirms and agrees that such guarantee includes, and such security interests and liens hereafter secure, all of the Obligations as amended hereby. For the avoidance of doubt, (i) the ratification and reaffirmation by the Loan Parties in this Amendment or any other Credit Document Section 12 shall be deemed to require not constitute a new grant of security interests and (ii) the consent of such Guarantor to any future amendments to the Credit AgreementLoan Parties (other than the Borrower Agent) is not required for this Amendment.

Reaffirmation. Each Other than as expressly provided in this Agreement, the execution and delivery of this Agreement shall not operate as a waiver of any right, power or remedy of the Reaffirming PartiesLenders, constitute a waiver of any provision of the Facility Agreement or any other Transaction Document or serve to effect a novation of the obligations thereunder. The Borrower, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which it grants liens or otherwise modified from time to time, security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit Agreement, the Collateral Transaction Documents and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations (as defined in the Facility Agreement) under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations (as amended hereby) on the terms and conditions of the Transactions Documents (for the avoidance of doubt, as amended as of the date of this Agreement (including as provided in this Agreement)). The Borrower hereby consents to this Agreement and acknowledges that each of this Agreement and Annex I is a Transaction Document and that each of the other Credit Transaction Documents to which it is a party are reaffirmed and remain remains in full force and effect on and is hereby ratified and reaffirmed; provided that, nothing in this Section 5.11 shall obligate the Borrower to restate, or be considered to be a continuous basisrestatement of, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit representations of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it Borrower contained in any Collateral Article 3 of the Facility Agreement as of the Effective Date. Any reference in the Transaction Documents to “hereunder,” “hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and as amended as of the Effective Date (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained including as provided in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement).

Reaffirmation. Each of the Reaffirming PartiesThe Company hereby confirms and agrees that, except as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby expressly provided herein: (i) acknowledges and agrees that all of its obligations under the Credit Original Securities Purchase Agreement, as amended by the Collateral Documents Amendment and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Exchange Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral each other Transaction Document is, and shall continue to which it is a party shall remainbe, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after giving effect the Closing Date (i) all references in the Original Securities Purchase Agreement to “this AmendmentAgreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Original Securities Purchase Agreement shall mean the Original Securities Purchase Agreement, as amended by the Amendment and Exchange Agreement, after taking into account the transactions contemplated herein and hereby, (ii) all references in the other Transaction Documents to the “Original Securities Purchase Agreement” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Securities Purchase Agreement, shall mean the Original Securities Purchase Agreement, as amended by the Amendment and Exchange Agreement, after taking into account the transactions contemplated herein and hereby, and (iviii) agrees all references in the other Transaction Documents to the “Registration Rights Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Registration Rights Agreement shall mean the Registration Rights Agreement, after taking into account the transactions contemplated herein and hereby. REFERENCES TO NOTES AND WARRANTS IN ALL TRANSACTION DOCUMENTS MEANS NOTES AND WARRANTS AFTER TAKING INTO CONSIDERATION THE TRANSACTIONS CONTEMPLATED HEREIN AND HEREBY; (ii) to the extent that the Obligations includeOriginal Securities Purchase Agreement, among other things and without limitation, the prompt and complete payment and performance as amended by the Borrower when due Amendment and payable (whether at Exchange Agreement, after taking into account the stated maturitytransactions contemplated herein and hereby, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Transaction Document purports to consent assign or pledge to the amendments Collateral Agent for the Buyers and the holders of the Securities, or to grant to the Credit Agreement effected pursuant Collateral Agent a security interest in or lien on, any collateral as security for the obligations of the Company from time to this Amendment time existing in respect of the Notes and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document existing Transaction Document, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, and shall be deemed to require the consent of such Guarantor to any future amendments apply with respect to the Credit Agreementobligations under the Notes held by all Investors after taking into account the transactions contemplated herein and hereby, and no additional filing is required to be made in order to maintain the perfection of the security interest in, or lien, on such collateral; and (iii) the execution, delivery and effectiveness of this Agreement shall not operate as an amendment of any right, power or remedy of the Collateral Agent or the Investors under any Transaction Document, nor constitute an amendment of any provision of any Transaction Document.

Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby Note Parties (i) acknowledges and agrees that all of its obligations under hereby consents to the Credit Agreementmodification to the Existing Indenture pursuant to this Supplemental Indenture, the Collateral issuance of the New Notes and each of the transactions contemplated thereby and (ii) hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Note Documents to which it is party, and (iii) agrees that, notwithstanding the effectiveness of this Supplemental Indenture, the issuance of the New Notes or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the other Credit terms of each of the Note Documents to which it is a party party, are reaffirmed not impaired or adversely affected in any manner whatsoever and remain shall continue to be in full force and effect on a continuous basisand shall continue to guaranty and secure in accordance with their respective terms all of the Note Obligations as amended, restated, increased and/or extended pursuant to this Supplemental Indenture. In furtherance of the foregoing, each Note Party (iia) reaffirms (A) each Lien granted by it does hereby grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, a security interest in all collateral (howsoever defined) described in any Security Document (other than any Security Document governed by German law that has been, or is required to be, notarized) as security for the Note Obligations, as amended, restated, increased and/or extended pursuant to this Supplemental Indenture and the issuance of the New Notes and (b) subject to the guarantee limitations provided in the Subsidiary Guarantee Agreement, does hereby jointly and severally, unconditionally, absolutely, continually and irrevocably guarantee to the Trustee for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation full of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementNote Obligations.

Reaffirmation. Each of the Reaffirming PartiesBy executing and delivering a counterpart hereof, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges the Borrower and the Subsidiary Guarantors party hereto hereby agree that all Loans incurred by the Borrower and the Incremental Revolving Commitments shall be guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, after giving effect to this Fifth Amendment, the Security Documents continue to be in full force and effect, (B) agrees that all of its obligations the Liens and security interests created and arising under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and each Security Document remain in full force and effect on a continuous basis, (ii) reaffirms (A) and the perfected status and priority of each such Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fifth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the Incremental Revolving Commitments), in each case after giving effect to this Fifth Amendment, including its guarantee of the Obligations and (iv) the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that the Obligations includesuch obligations, among other things liabilities, guarantee, pledge and without limitation, the prompt grant continue in full force and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest oneffect in respect of, and premium (if any) onto secure, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding such Obligations under the Credit Agreement or and the other Credit Loan Documents, which shall remain in full force each case, to the extent provided in, and effect, except subject to any extent modified hereby Each Guarantor acknowledges the limitations and agrees that (i) notwithstanding the conditions to effectiveness qualifications set forth in this Amendmentin, such Guarantor is not required Loan Documents (as amended by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementFifth Amendment).

Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, The Corporation hereby (i) acknowledges confirms and agrees that all of its obligations under the Credit that, except as otherwise expressly provided herein: (a) The Amended Agreement, the Collateral Documents December Agreements and each other Transaction Document (as defined in the other Credit Documents Amended Agreement) is, and shall continue to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainbe, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after giving effect the Closing Date (i) all references in the Amended Agreement to “this AmendmentAgreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Amended Agreement shall mean the Amended Agreement as amended by this Agreement, and (ivii) agrees all references in the other Transaction Documents to the “Securities Purchase Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Amended Agreement shall mean the Amended Agreement as amended by this Agreement. REFERENCES TO NOTES IN ALL TRANSACTION DOCUMENTS MEANS NOTES AND THE NEW KALL NOTE UNDER THIS AGREEMENT; (b) To the extent that the Obligations includeAmended Agreement or any other Transaction Document purports to assign or pledge to the Collateral Agent for the Investors and Kall (collectively the “Note Holders”), among other things and without limitation, or to grant to the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration Collateral Agent a security interest in or otherwise) of principal and interest lien on, any collateral as security for the obligations of the Corporation from time to time existing in respect of the Amended Notes and premium (if any) onany other existing Transaction Document, such pledge, assignment and/or grant of the Term Loans security interest or lien is hereby ratified and confirmed in all respects, and shall apply with respect to the obligations under the Notes and the New Kall Note and no additional filing is required to be made in order to maintain the perfection of the security interest in, or lien, on such collateral, except that the Corporation shall be permitted to grant liens or security interests with seniority over any and all the liens and / or liens under the Amended Agreement. Nothing contained in ; and (c) the execution, delivery and effectiveness of this Amendment Agreement shall be construed not operate as substitution an amendment of any right, power or novation remedy of the obligations outstanding under the Credit Agreement Collateral Agent or the other Credit DocumentsNote Holders under any Transaction Document, which shall remain in full force and effect, except to nor constitute an amendment of any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms provision of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementTransaction Document.

Reaffirmation. Each If the Company enters into or is a party to a Fundamental Transaction the surviving entity of such Fundamental Transaction (the "Successor Entity"), shall deliver to each of the Reaffirming PartiesHolders, as party with a copy to the Credit Agreement Trustee, (a) an affirmation that this Indenture and certain the Securities shall be a continuing obligation of the Collateral Successor Entity, and a reaffirmation of Successor Entity's obligations under the Transaction Documents following such Fundamental Transaction and (b) a confirmation that there shall be issuable upon conversion of the Securities at any time after the consummation of the Fundamental Transaction, (i) Common Stock or such other Credit Documentsshares of publicly traded common stock (or their equivalent) of the Successor Entity or (ii) if the Successor Entity is not a publicly traded entity following such Fundamental Transaction, in lieu of the shares of the Company's Common Stock (or other securities, cash, assets or other property) issuable upon the conversion of the Securities prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holders would have been entitled to receive upon the happening of such Fundamental Transaction had the Securities been converted immediately prior to such Fundamental Transaction, in each case as amendedadjusted in accordance with the provisions of this Indenture. The provisions of this Section 8.01 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Securities. In accordance with Article IX such Successor Entity shall, supplemented or otherwise modified from time where appropriate, enter into a supplemental indenture to time, hereby (i) acknowledges and agrees that all of evidence its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it succession to the Administrative Agent for the benefit of the Secured Parties Company and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation assumption of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent Company under this Indenture and shall deliver to the amendments Trustee an Officer's Certificate or Opinion of Counsel to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of effect that such Guarantor to any future amendments to the Credit AgreementPerson is a Successor Entity.

Reaffirmation. Each The Borrower and each of the Reaffirming Partiesits respective Subsidiaries (other than MPM), as party to guarantors, debtors, grantors, pledgors (including in connection with any negative pledges), assignors, or in other similar capacities in which such parties guarantee the Credit Agreement and certain of Obligations, grant liens or security interests in their properties or otherwise act as accommodation parties, as the Collateral Documents and case may be, in any case under the other Credit Loan Documents, in hereby each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges ratifies and agrees that reaffirms all of its obligations payment and performance obligations, contingent or otherwise, affirmative or negative under the Credit Agreement, the Collateral Documents and the other Credit each of such existing Loan Documents to which it is a party and, to the extent such party granted Hens on or security interests in any of its properties pursuant to any such existing Loan Documents as security for the Borrower's obligations under or with respect to the Credit Agreement, each hereby ratifies and reaffirms such grant of liens and security interests and confirms and agrees that such liens and security interests hereafter secure all of the Obligations, in each cue as if each reference in such existing Loan Documents to the obligations secured thereby are reaffirmed construed to hereafter mean and remain refer to such Obligations under the Credit Agreement and other Loan Documents as hereby amended. Each of the foregoing hereby acknowledges that each of the Loan Documents remains in full force and effect on and is hereby ratified and confirmed. The execution of this Agreement shall not operate as a continuous basisnovation, (ii) reaffirms (A) each Lien granted by it waiver of any right, power or remedy of Lender nor constitute a waiver of any provision of any of the Loan Documents, except as expressly set forth herein and shall be limited to the Administrative Agent for the benefit particular instance expressly set forth. The Borrower and each of the Secured Parties foregoing Persons confirm and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees agree that the grants Guaranty and the Security Agreement and each and every covenant, condition, obligation, representation (except those representations which relate only to a specific date, which are confirmed as of security interests by it contained in any Collateral Document such date only), warranty and provision set forth therein are, and shall continue to which it is a party shall remain, be in full force and effect after giving effect to this Amendmentand are hereby confirmed, reaffirmed and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained ratified in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementall respects.

Reaffirmation. Each Other than as expressly provided in this Agreement, the execution and delivery of this Agreement shall not operate as a waiver of any right, power or remedy of the Reaffirming PartiesLender, constitute a waiver of any provision of the Facility Agreement, any other Transaction Documents (as currently in effect) or any other document executed in connection therewith or serve to effect a novation of the obligations thereunder. The Borrower, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which it grants liens or otherwise modified from time to time, security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit Transaction Documents, and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations on the terms and conditions of the Transactions Documents (for the avoidance of doubt as amended as of the Effective Date). The Borrower hereby consents to this Agreement and acknowledges that this Agreement, the Collateral Documents Note and each document or agreement executed and delivered pursuant to, or in connection with, the execution and delivery of this Agreement is a Transaction Document and each of the other Credit Documents to which it is a party are reaffirmed and remain Transaction Documents, each as amended as of the Effective Date (including as provided in this Agreement), remains in full force and effect on and is hereby ratified and reaffirmed; provided that, nothing in this Section 6.15 shall obligate the Borrower to restate, or be considered to be a continuous basisrestatement of, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit representations of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it Borrower contained in any Collateral Article 3 of the Facility Agreement as of the date hereof. Any reference in the Transaction Documents to “hereunder,” “hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that as amended as of the Obligations include, among other things and without limitationEffective Date. For the avoidance of doubt, the prompt parties acknowledge and complete payment and performance by the Borrower when due and payable (whether at the stated maturityagree that, by acceleration nothing contained herein or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document Facility Agreement shall be deemed or construed as an agreement by Lender to require make any Disbursement or additional Loan on or after the consent of such Guarantor to any future amendments to the Credit Agreementdate hereof.

Reaffirmation. Each Other than as expressly provided in this Agreement, the execution and delivery of this Agreement shall not operate as a waiver of any right, power or remedy of the Reaffirming PartiesLenders, constitute a waiver of any provision of the Facility Agreement, the Existing FA Note, any other Transaction Documents (as currently in effect) or any other document executed in connection therewith or serve to effect a novation of the obligations thereunder. The Borrower, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which it grants liens or otherwise modified from time to time, security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit Transaction Documents, and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations (as defined in the Facility Agreement) under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations (as amended hereby) on the terms and conditions of the Transactions Documents (for the avoidance of doubt as amended as of the date of this Agreement (including as provided in this Agreement)). The Borrower hereby consents to this Agreement and acknowledges that this Agreement, each December 2019 Note, the Collateral Documents A&R Senior Secured Convertible Note and each document or agreement executed and delivered pursuant to, or in connection with, the execution and delivery of this Agreement is a Transaction Document and each of the other Credit Documents to which it is a party are reaffirmed and remain Transaction Documents, each as amended as of the Effective Date (including as provided in this Agreement), remains in full force and effect on and is hereby ratified and reaffirmed; provided that, nothing in this Section 7.15 shall obligate the Borrower to restate, or be considered to be a continuous basisrestatement of, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit representations of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it Borrower contained in any Collateral Article 3 of the Facility Agreement as of the date hereof. Any reference in the Transaction Documents to “hereunder,” “hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document to which it is a party shall remain, as amended as of the Effective Date (including as provided in full force and effect after giving effect to this Amendment, and (iv) agrees that Agreement). For the Obligations include, among other things and without limitationavoidance of doubt, the prompt parties acknowledge and complete payment and performance by the Borrower when due and payable (whether at the stated maturityagree that, by acceleration nothing contained herein or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document Exhibit C shall be deemed or construed as an agreement by any Lender to require make any Disbursement or additional Loan on or after the consent of such Guarantor to any future amendments to the Credit Agreementdate hereof.

Reaffirmation. Each The Borrower, on behalf of each of the Reaffirming Loan Parties, as party hereby: i. consents to this Amendment and the Credit transactions contemplated hereby and hereby confirms its guarantees, pledges, grants of security interests, acknowledgments, obligations and consents under the Guarantee and Collateral Agreement and certain of the Collateral other Security Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party are reaffirmed and agrees that notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated hereby, such guarantees, pledges, grants of security interests, acknowledgments, obligations and consents shall be, and continue to be, in full force and effect except as expressly set forth herein, ii. ratifies the Security Documents and the other Loan Documents to which it is a party, iii. confirms that all of the Liens and security interests created and arising under the Security Documents to which it is a party remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to unimpaired, uninterrupted and undischarged, and having the Administrative Agent same perfected status and priority as collateral security for the benefit Obligations as existed prior to giving effect to this Amendment, iv. agrees that each of the Secured Parties representations and (B) any guaranties warranties made by it pursuant to each Loan Party in the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document Security Documents to which it is a party shall remainis true and correct as to it in all material respects on and as of the date hereof (unless any such representation or warranty expressly relates to a given date, in full force which case such representation or warranty was true and correct in all material respects as of such given date), and v. agrees that it shall take any action reasonably requested by the Administrative Agent in order to confirm or effect after giving effect to the intent of this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Reaffirmation. (a) The Borrower (for purposes of this Section 7, the “Reaffirming Loan Party”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment and the transactions contemplated hereby. Each of the Reaffirming Parties, as party reference to the Security Agreement in this Section 7 shall refer to the meaning given such term in the Existing Credit Agreement and certain of after giving effect to the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, amendments thereto contemplated hereby. The Reaffirming Loan Party hereby further (i) acknowledges that the Secured Obligations (as defined in the Security Agreement) shall include the due and agrees that punctual payment of all of its the monetary obligations of each Loan Party under or pursuant to the Amended Credit Agreement, including all such obligations in respect of the Collateral Documents Commitments and all Loans incurred thereunder (including all such obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other Credit similar proceeding, regardless of whether allowed or allowable in such proceeding), (ii) confirms its guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisparty, (iiiii) reaffirms (A) each Lien granted by it hereby grants to the Administrative Agent Agent, its successors and assigns, for the benefit of the Secured Parties (as defined in the Security Agreement), as security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined in the Security Agreement), a security interest in of its all right, title and interest in, to and under any and all of the Collateral (as defined in the Security Agreement) now owned or at any time hereafter acquired by the Reaffirming Loan Party or in, to or under which the Reaffirming Loan Party now has or at any time hereafter may acquire any right, title or interest and (Biv) any guaranties made by it pursuant to agrees that, notwithstanding the Credit Agreementeffectiveness of this Amendment and the transactions contemplated hereby, (iii) acknowledges its guarantees, pledges and agrees that the grants of security interests by it contained in any Collateral Document interests, as applicable, under each of the Loan Documents to which it is a party shall remain, continue to be in full force and effect and shall accrue to the benefit of the Secured Parties (and shall be determined after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement).

Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents Company and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, Purchasers hereby (i) acknowledges ratifies and agrees that reaffirms all of its obligations payment and performance obligations, contingent or otherwise, under the Credit Notes (after giving effect hereto) and the Note Purchase Agreement. Each of the Company and the Requisite Purchasers hereby consents to this First Amendment and acknowledges that each of the Notes, as amended hereby and the Note Purchase Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain remains in full force and effect and is hereby ratified and reaffirmed. Each of the undersigned has caused this First Amendment to be duly executed and delivered as of the date first above written. NILE THERAPEUTICS, INC. By: Name: Title: Name: Principal Amount of Notes Held Warrant No. [2013-XX] Original Issue Date: [DATE]1 Nile Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [_______________] or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [________________] ([_____]) shares of common stock, $0.001 par value (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $[__]2 (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), at any time and from time to time from on a continuous basisor after the date hereof (the “Trigger Date”) and through and including 5:30 P.M., New York City time, on [DATE]3 (ii) reaffirms (A) each Lien granted by it the “Expiration Date”), and subject to the Administrative Agent for following terms and conditions: This Amended and Restated Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Convertible Note Purchase Agreement dated March 15, 2013, by and among the benefit Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.” 1 To be issued upon a Change of Control, as described in Section 2(a) of the NileTherapeutics, Inc. Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance Convertible Promissory Note as amended by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended AgreementFirst Amendment thereto. Nothing contained in this Amendment 2 The Exercise Price shall be construed the Mandatory Conversion Price as substitution or novation defined in the NileTherapeutics, Inc. Secured Convertible Promissory Note as amended by the First Amendment thereto. 3 Expiration Date shall be the five-year anniversary of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementOriginal Issue Date.

Reaffirmation. (a) Each of the Reaffirming undersigned Loan Parties, as debtor, grantor, pledgor, guarantor, or in any other similar capacity in which such Loan Party grants liens or security interests in its properties or otherwise acts as an accommodation party to or guarantor, as the Credit Agreement and certain of the Collateral Documents and the other Credit Documentscase may be, in each case under the Loan Documents heretofore executed and delivered in connection with or pursuant to the Existing Credit Agreement (as amended, supplemented or otherwise modified from time prior to timethe date of the Agreement, hereby all such agreements being collectively referred to hereinafter as the “Prior Agreements”), (i) acknowledges hereby consents to this Agreement and agrees that the transactions contemplated thereby, (ii) hereby ratifies and reaffirms all of its obligations remaining payment and performance obligations, contingent or otherwise, if any, under the Credit each of such Loan Documents (as modified and/or restated by this Agreement, the Collateral Documents and the other Credit Documents ) to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreementparty, (iii) acknowledges to the extent such Loan Party granted liens on or security interests in any of its properties pursuant to any such Loan Documents, hereby ratifies and agrees that the grants reaffirms such grant of security and confirms that such liens and security interests by it contained in any Collateral Document continue to which it is a party shall remainsecure the Obligations, in full force including, without limitation, all additional Obligations resulting from or incurred pursuant to the Agreement and effect after giving effect to this Amendment, the Restated Credit Agreement and (iv) to the extent such Loan Party guaranteed or was an accommodation party with respect to the Obligations or any portion thereof, hereby ratifies and reaffirms such guaranties or accommodation liabilities. (b) Each of the undersigned Loan Parties further agrees that all references in the Loan Documents being reaffirmed in clause (a) above to any of the Prior Agreements shall hereafter mean and refer to such Prior Agreement as amended by this Agreement. All references in such Loan Documents to the term “Obligations” shall hereafter mean and refer to the Obligations include, among other things as redefined in the Restated Credit Agreement and without limitation, shall include all additional Obligations resulting from or incurred pursuant to the prompt Restated Credit Agreement. All references to Loan Documents in the Prior Agreements and complete payment the Existing Credit Agreement shall hereafter mean and performance by refer to all of the Borrower when due Loan Documents as defined in the Restated Credit Agreement and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans delivered under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Existing Credit Agreement or the other Credit DocumentsPrior Agreements, which shall remain in full force together with all amendments, restatements, terminations, replacements, supplements and effect, except to any extent modified hereby Each Guarantor acknowledges modifications thereof and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.thereto

Reaffirmation. Each Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the Reaffirming Parties“Obligations” (as defined in the Original Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes and the Original Agreement, as party amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the Transaction Documents (including the Transactions Documents as such term is defined in the Original Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and certain the Notes delivered or reaffirmed hereunder, and under the Notes and the Original Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the Collateral Documents foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.18. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the other Credit DocumentsNotes issued or reaffirmed hereunder, in respectively (as each case as may be further amended, restated, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under ). Cross-references in the Credit Agreement, the Collateral Documents and the other Credit Transaction Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing particular section numbers in the Credit Agreement, this Amendment or any other Credit Document Original Agreement shall be deemed to require the consent of such Guarantor to any future amendments be cross-references to the Credit corresponding sections, as applicable, of this Agreement.

Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, (a) The Company hereby (i) expressly acknowledges the terms of the Credit Agreement (as amended by this Amendment), (ii) ratifies and agrees that all of affirms its obligations under the Credit Agreement, Loan Papers (including guarantees and security agreements) (as amended by this Amendment) executed by the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit AgreementCompany, (iii) acknowledges acknowledges, renews and extends its continued liability under all such Loan Papers (as amended by this Amendment) and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall such Loan Papers remain in full force and effect, except (iv) agrees that the Aircraft Mortgage secures all Obligations of the Company in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Paper. The Company ratifies and confirms that all Liens granted, conveyed, or assigned to the Collateral Agent pursuant to each Loan Paper to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations (in each case other than as any extent such Liens have been released or reduced from time to time in accordance with the Loan Papers prior to the date hereof). (b) The Company hereby reaffirms, as of the Fourth Amendment Effective Date, the covenants and agreements contained in each Loan Paper to which it is a party, as modified and in effect immediately after giving effect to this Amendment and the transactions contemplated thereby. (c) The Company hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions acceptance by each Co-Administrative Agent and each applicable Bank of this document shall not be construed in any manner to effectiveness set forth establish any course of dealing on such Person’s part, including the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Loan Paper with respect to any future amendments amendment, waiver, supplement or other modification to the Credit Agreementany Loan Paper or any arrangement contemplated by any Loan Paper. [Remainder of page intentionally blank.]

Reaffirmation. Each Other than as expressly provided in this Agreement, the execution and delivery of this Agreement shall not operate as a waiver of any right, power or remedy of the Reaffirming PartiesLenders, constitute a waiver of any provision of the Indenture, the Facility Agreement, the Indenture Notes or the FA Note or any other document executed in connection therewith or serve to effect a novation of the obligations thereunder. The Borrower, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which it grants liens or otherwise modified from time to time, security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit Transaction Documents (as defined in the Facility Agreement), each as amended as of the Collateral date hereof (including as provided in this Agreement), and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations (as defined in the Facility Agreement) under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations (as amended hereby) on the terms and conditions of the Transactions Documents (as amended as of the date of this Agreement (including as provided in this Agreement)). The Borrower hereby consents to this Agreement and acknowledges that this Agreement is a Transaction Document and each of the other Credit Documents to which it is a party are reaffirmed and remain Transaction Documents, each as amended as of the date hereof (including as provided in this Agreement), remains in full force and effect on and is hereby ratified and reaffirmed; provided that, nothing in this Section 7.15 shall obligate the Borrower to restate, or be considered to be a continuous basisrestatement of, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit representations of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it Borrower contained in any Collateral Article 3 of the Facility Agreement as of the date hereof. Any reference in the Transaction Documents to “hereunder,” hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and as amended as of the date hereof (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained including as provided in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement).

Reaffirmation. Each of the Reaffirming PartiesThe Company hereby confirms and agrees that, except as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby expressly provided herein: (i) acknowledges the Existing Securities Purchase Agreement and agrees that all of its obligations under the Credit Agreementeach other Transaction Document is, the Collateral Documents and the other Credit Documents shall continue to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainbe, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after giving effect the Closing Date (i) all references in the Existing Securities Purchase Agreement to “this AmendmentAgreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Securities Purchase Agreement shall mean the Existing Securities Purchase Agreement as amended by this Agreement, and (ivii) agrees all references in the other Transaction Documents to the “Securities Purchase Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Securities Purchase Agreement shall mean the Existing Securities Purchase Agreement as amended by this Agreement. REFERENCES TO NOTES AND WARRANTS IN ALL TRANSACTION DOCUMENTS MEANS NOTES AND WARRANTS UNDER THIS AGREEMENT; (ii) to the extent that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Securities Purchase Agreement or any other Credit Transaction Document purports to consent assign or pledge to the amendments Agent for the Investors and the holders of the Securities, or to grant to the Credit Agreement effected pursuant Agent a security interest in or lien on, any collateral as security for the obligations of the Company from time to this Amendment time existing in respect of the Existing Notes and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document existing Transaction Document, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, and shall be deemed to require the consent of such Guarantor to any future amendments apply with respect to the Credit Agreementobligations under the Notes and no additional filing is required to be made in order to maintain the perfection of the security interest in, or lien, on such collateral; and (iii) the execution, delivery and effectiveness of this Agreement shall not operate as an amendment of any right, power or remedy of the Agent or the Investors under any Transaction Document, nor constitute an amendment of any provision of any Transaction Document.

Reaffirmation. Each Except as modified hereby, all of the Reaffirming Parties, as party to the Credit Agreement terms and certain provisions of the Collateral Documents First Lien ISDA Master Agreement and the other Credit Transaction Documents remain in full force and effect. Party B hereby agrees that the amendments and modifications herein contained shall in no manner affect (other than expressly provided herein) or impair the Obligations or the Liens securing the payment and performance thereof. On and after the date hereof, each reference in the First Lien ISDA Master Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the First Lien ISDA Master Agreement, and each reference in each of the other Transaction Documents to “the Intermediation Agreement”, “the First Lien ISDA Master Agreement”, “thereunder”, “thereof” or words of like import referring to the First Lien ISDA Master Agreement, shall mean and be a reference to the First Lien ISDA Master Agreement, as amended by this Amendment. Except as expressly provided herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Party A under the First Lien ISDA Master Agreement or the other Transaction Documents, nor alter, modify, amend or in each case as amendedany way affect any of the obligations or covenants contained in the First Lien ISDA Master Agreement or the other Transaction Documents, supplemented or otherwise modified from time to timeall of which are ratified and confirmed in all respects and shall continue in full force and effect. For all purposes of this Amendment, the First Lien ISDA Master Agreement and the other Transaction Documents, this Amendment shall constitute a “Transaction Document” and a “Transaction Document”. Each of Party B, Par LLC and McChord Pipeline Co. hereby (i) acknowledges ratifies and agrees that confirms all of its obligations and liabilities under the Credit Agreement, the Collateral Documents and the other Credit Transaction Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisparty, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent expressly modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementherein.

Reaffirmation. (a) Each of the Reaffirming PartiesLoan Parties party hereto hereby consents to this Agreement and the transactions contemplated thereby and, as except with respect to any such party that was a party to the Credit Existing Loan Documents but is not a party to the restated and/or amended Loan Documents (and shall cease to be a Loan Party thereunder (the “Released Loan Parties”)), hereby confirms its guarantees, pledges, grants of security interests and other agreements, as applicable, under each of the Existing Guarantee Agreement (as amended and certain of restated hereby) and the Collateral Documents and the other Credit Documents, (in each case case, as amended, supplemented or otherwise modified from time to time, hereby amended hereby) (i) acknowledges and agrees that all of its obligations under the Credit Agreementcollectively, the Collateral Documents “Reaffirmed Agreements” and the other Credit Documents each, a “Reaffirmed Agreement”) to which it is a party are reaffirmed and remain agrees that, notwithstanding the effectiveness of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the amendment and restatement of the Existing Credit Agreement), such guarantees, pledges, grants of security interests and other agreements of such Loan Parties (other than the Released Loan Parties) shall continue to be in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it and shall accrue to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to under the Restated Credit Agreement, (iii) acknowledges . Each of the Loan Parties party hereto further agrees to take any action that may be required under any applicable law or that is reasonably requested by the Administrative Agent to ensure compliance by the Borrowers with Section 5.10 of the Restated Credit Agreement and agrees that the grants hereby reaffirms its obligations under each similar provision of security interests by it contained in any Collateral Document each Reaffirmed Agreement to which it is a party. (b) Each of the Loan Parties party shall remain, in full force hereto hereby confirms and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitationRevolving Loans, the prompt Letters of Credit, the Swingline Loans and complete payment and performance by the Borrower when due and payable Overadvances (whether at the stated maturityin each case, by acceleration or otherwise) of principal and interest on, and premium (if any) onhave constituted and, other than with respect to the Released Loan Parties, continue to constitute Obligations (or any word of like import) under the Reaffirmed Agreements. (c) From and after the Restatement Effective Date, it is hereby acknowledged and agreed that the Released Loan Parties are hereby released from all obligations and liabilities under the Existing Loan Documents and shall no longer be deemed Grantors, Guarantors or Loan Parties under and pursuant to the Existing Loan Documents, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement Reaffirmed Agreements or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementLoan Document.

Reaffirmation. Each (a) To induce the Lenders and the Administrative Agent to enter into this Amendment No. 2, each of the Reaffirming PartiesLoan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsapplicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time prior to timeor as of the date hereof (including as amended pursuant to this Amendment No. 2) (collectively, the “Reaffirmed Documents”). Each Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 2. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under any Guaranties to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of such Guaranties and agrees that such Guaranties remain in full force and effect to the extent set forth in such Guaranties and after giving effect to this Amendment No. 2, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 2 and the Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that all its Guaranties and each of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 2, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations under each of the Loan Documents to which it is a party (including all such Obligations as amended and/or reaffirmed pursuant to this Amendment No. 2) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 7(b), each of the Loan Parties that is party to any Collateral Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 2 and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Collateral Documents (in each case, to the extent a party thereto) to secure the Obligations (including all such Obligations as amended and/or reaffirmed pursuant to this Amendment No. 2) and agrees that such security interests remain in full force and effect on and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a continuous basisparty or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations and the Secured Obligations (as defined in the Collateral Documents) (including all such Obligations and Secured Obligations (as defined in the Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 2, as the case may be, including without limitation the payment and performance of all such applicable Obligations and Secured Obligations (as defined in the Collateral Documents) that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, (ii) reaffirms (A) each Lien granted by it confirms its respective grant to the Administrative Collateral Agent for the benefit of the Secured Parties of the security interest in and (B) any guaranties made by it pursuant continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remainunder all Collateral, in full force each case whether now owned or existing or hereafter acquired or arising and effect after giving effect to this Amendmentwherever located, and (iv) agrees that the Obligations include, among other things and without limitation, as collateral security for the prompt and complete payment and performance by the Borrower in full when due and payable (due, whether at the stated maturity, by acceleration required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations and Secured Obligations (as defined in the Collateral Documents) of principal (including all such Obligations and interest onSecured Obligations (as defined in the Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 2, and premium (if any) on, subject to the Term Loans under the Amended Agreement. Nothing terms contained in this Amendment shall be construed the applicable Loan Documents, (iii) confirms its respective pledges, grants of security interests and other obligations, as substitution or novation applicable, under and subject to the terms of each of the obligations outstanding under the Credit Agreement or the other Credit Documents, Collateral Documents to which shall remain in full force and effect, except to any extent modified hereby it is a party. (d) Each Guarantor (other than the Initial Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 2 and (ii) nothing in the Credit Agreement, this Amendment No. 2 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each Section 4.1. The Company, in its respective capacities under each of the Reaffirming PartiesTransaction Documents (in each case, where applicable, as party to the Credit Agreement amended and certain restated or otherwise amended or modified as of the Collateral Documents date hereof pursuant to this Amendment or otherwise), to which it is a party (including in the capacities of obligor, debtor, mortgagor, pledgor, guarantor, indemnitor and the assignor, as applicable, and each other Credit Documentssimilar capacity, if any, in each case as amendedwhich the Company has granted Liens on all or any part of the properties or assets of the Company, supplemented or otherwise modified from time acts as an accommodation party, guarantor, indemnitor or surety with respect to timeall or any part of the Secured Obligations), hereby (i) acknowledges and agrees that the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of the Company hereunder or under any of the other Transaction Documents, all of its which obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and liabilities shall remain in full force and effect on a continuous basisand extend to the Protective Advance Notes, further extensions of credit and other Secured Obligations incurred hereunder and under the Transaction Documents, and each of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for extent the benefit Company has granted Liens on any of its properties or assets pursuant to the Transaction Documents to secure the prompt and complete payment, performance and/or observance of all or any part of the Secured Parties Obligations (in each case, as applicable), acknowledges, ratifies, confirms and (B) any guaranties made by it pursuant reaffirms such grant of Liens, and acknowledges and agrees that all of such Liens are intended and shall be deemed and construed to secure to the Credit fullest extent set forth therein all now existing and hereafter arising Secured Obligations (including, in each case, all Protective Advance Notes), as applicable, under and as defined in the Purchase Agreement, as amended hereby (the “Amended Purchase Agreement”) and (iii) acknowledges and agrees that all references in the grants of security interests by it contained in any Collateral Document Transaction Documents to which it is a party the “Purchase Agreement” shall remainrefer to the Amended Purchase Agreement and all references to “Secured Obligations”, in full force and effect after giving effect to this Amendment“Note”, “Notes”, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the all terms of the Credit Agreement similar or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreementlike meaning, this Amendment import or any other Credit Document intent shall be deemed to require refer to “Secured Obligations”, “Note”, “Notes”, and all such other terms as defined in the consent of such Guarantor to any future amendments to the Credit Amended Purchase Agreement.

Reaffirmation. Each of the Reaffirming PartiesCredit Party, as party to guarantors, debtors, grantors, pledgors (including in connection with any negative pledges), assignors, or in other similar capacities in which such parties guarantee the Credit Agreement liabilities and certain obligations of Borrower, grant liens or security interests in their properties or otherwise act as accommodation parties, as the Collateral Documents and case may be, in any case under the other Credit Loan Documents, in each case as amended, supplemented ratifies and reaffirms (by signing a counterpart of this Amendment or otherwise modified from time to time, hereby (ia separate Acknowledgement hereof) acknowledges and agrees that all of its obligations payment and performance obligations, contingent or otherwise, affirmative or negative, under the Credit Agreement, the Collateral Documents and the other Credit each of such existing Loan Documents to which it is a party are reaffirmed and, to the extent such party granted liens on or security interests in any of its properties pursuant to any such existing Loan Documents as security for the Borrower’s obligations under or with respect to the Credit Agreement, each hereby ratifies and remain reaffirms such grant of liens and security interests and confirms and agrees that such liens and security interests continue to secure all of the liabilities and obligations of Borrower owing to Lender. Each of the foregoing hereby acknowledges that each of the Loan Documents remains in full force and effect on and is hereby ratified and confirmed. The execution of this Amendment shall not operate as a continuous basiswaiver of any right, (ii) reaffirms (A) each Lien granted by it power or remedy of Lender nor constitute a waiver of any provision of any of the Loan Documents, except as expressly set forth herein and shall be limited to the Administrative Agent for the benefit of the Secured Parties particular instance expressly set forth. The Borrower and (B) any guaranties made by it pursuant to each Credit Party confirms and agrees that the Credit Agreement, the Security Agreement and each Loan Document and each and every covenant, condition, obligation, representation (iii) acknowledges except those representations which relate only to a specific date, which are confirmed as of such date only), warranty and agrees that the grants of security interests by it contained in any Collateral Document provision set forth therein are, and shall continue to which it is a party shall remainbe, in full force and effect after giving effect to this Amendmentand are hereby confirmed, reaffirmed and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained ratified in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementall respects.

Reaffirmation. Each of the Reaffirming PartiesThe Company hereby confirms and agrees that, except as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documentsotherwise expressly amended or modified hereby, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Existing Securities Purchase Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Existing Registration Rights Agreement, (iii) acknowledges each Security Document and agrees that the grants of security interests by it contained in any Collateral Document each other Transaction Documents is, and shall continue to which it is a party shall remainbe, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after giving effect the Closing Date (A) all references in the Existing Securities Purchase Agreement to “this AmendmentAgreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Existing Securities Purchase Agreement shall mean the Existing Securities Purchase Agreement as amended by this Agreement, (B) all references in the Existing Registration Rights Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Existing Registration Rights Agreement shall mean the Existing Registration Rights Agreement as amended by this Agreement, (C) all references in the other Transaction Documents, including without limitation any Security Document, to the “Securities Purchase Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Securities Purchase Agreement shall mean the Securities Purchase Agreement as amended by this Agreement, and (ivD) agrees all references in the other Transaction Documents, including without limitation any Security Document, to the “Registration Rights Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Registration Rights Agreement shall mean the Registration Rights Agreement as amended by this Agreement, (ii) to the extent that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Securities Purchase Agreement or any other Credit Transaction Document purports to consent assign or pledge to the amendments Portside Growth and Opportunity Fund, in its capacity as collateral agent (the “Collateral Agent”) for the Buyers and the holders of the Securities, or to grant to the Credit Agreement effected pursuant Collateral Agent a security interest in or lien on, any collateral as security for the obligations of the Company from time to this Amendment time existing in respect of the Existing Note and any other Existing Transaction Document, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, and shall apply with respect to the obligations under the Amended Notes, and (iiiii) nothing in the Credit Agreementexecution, delivery and effectiveness of this Amendment Agreement shall not operate as an amendment of any right, power or remedy of the Collateral Agent or the Investors under any other Credit Document shall be deemed to require the consent Transaction Document, nor constitute an amendment of such Guarantor to any future amendments to the Credit Agreementprovision of any Transaction Document.

Reaffirmation. Each Other than as expressly provided in this Amendment, the execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of the Reaffirming PartiesDeerfield Lenders, constitute a waiver of any provision of the Facility Agreement, the Notes, any other Transaction Documents (as currently in effect) or any other document executed in connection therewith or serve to effect a novation of the obligations thereunder. The Borrower, as party to the Credit Agreement and certain of the Collateral Documents and the issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other Credit Documents, any other similar capacity in each case as amended, supplemented which it grants liens or otherwise modified from time to time, security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations obligations, contingent or otherwise, under each of the Credit AgreementTransaction Documents, and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations (as amended hereby) on the terms and conditions of the Transactions Documents (for the avoidance of doubt as amended as of the date of this Amendment (including as provided in this Amendment)). The Borrower hereby consents to this Amendment and acknowledges that this Amendment and each document or agreement executed and delivered pursuant to, or in connection with, the Collateral Documents execution and delivery of this Amendment is a Transaction Document and each of the other Credit Documents to which it is a party are reaffirmed and remain Transaction Documents, each as amended as of the date hereof (including as provided in this Amendment), remains in full force and effect on and is hereby ratified and reaffirmed; provided, that nothing in this Section 4.13 shall obligate the Borrower to restate, or be considered to be a continuous basisrestatement of, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit representations of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it Borrower contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation Article 3 of the obligations outstanding under Existing Facility Agreement as of the Credit Agreement date hereof. Any reference in the Transaction Documents to “hereunder,” “hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document as amended as of the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that date hereof (i) notwithstanding the conditions to effectiveness set forth including as provided in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement).

Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, (a) The Company hereby (i) expressly acknowledges the terms of the Credit Agreement (as amended by this Amendment), (ii) ratifies and agrees that all of affirms its obligations under the Credit Agreement, Loan Papers (including guarantees and security agreements) (as amended by this Amendment) executed by the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit AgreementCompany, (iii) acknowledges acknowledges, renews and extends its continued liability under all such Loan Papers (as amended by this Amendment) and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall such Loan Papers remain in full force and effect, except (iv) agrees that the Aircraft Mortgage secures all Obligations of the Company in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Paper. The Company ratifies and confirms that all Liens granted, conveyed, or assigned to the Collateral Agent pursuant to each Loan Paper to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations (in each case other than as any extent such Liens have been released or reduced from time to time in accordance with the Loan Papers prior to the date hereof). (b) The Company hereby reaffirms, as of the Third Amendment Effective Date, the covenants and agreements contained in each Loan Paper to which it is a party, as modified and in effect immediately after giving effect to this Amendment and the transactions contemplated thereby. (c) The Company hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions acceptance by each Co-Administrative Agent and each applicable Bank of this document shall not be construed in any manner to effectiveness set forth establish any course of dealing on such Person's part, including the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Loan Paper with respect to any future amendments amendment, waiver, supplement or other modification to the Credit Agreementany Loan Paper or any arrangement contemplated by any Loan Paper. [Remainder of page intentionally blank.]