Common use of Reaffirmation Clause in Contracts

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirmsParty, as debtor, grantor, mortgagor, pledgor, guarantor, assignor, or in other similar capacities in which such Person grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, in any case under the Existing Loan Documents, hereby ratifies and reaffirms all of its payment, performance and observance obligations, contingent or otherwise, under each Existing Loan Document and, to the extent such Person granted liens on or security interests in any of its properties pursuant to any such Existing Loan Document as security for the Borrower’s obligations under or with respect to the Financing Agreement, or its own obligations arising under any Existing Loan Document, 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 date hereof and on Obligations, including, without limitation, all additional Obligations resulting from the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Financing Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, in each casecase as if each reference in such Existing Loan Documents to the obligations secured thereby are construed to hereafter mean and refer to such Obligations after giving effect to the Financing Agreement. Each of the Loan Parties hereby consents to the terms and conditions of the Financing Agreement (including, continues without limitation, all additional Obligations resulting from the Financing Agreement), subject to the limitations, if any, set forth therein. Each of the Loan Parties acknowledges that each of the Existing Loan Documents remains in full force and effect and extends to the obligations is hereby ratified and confirmed. The execution of this Agreement shall not operate as a novation, waiver of any right, power or remedy of the Loan Parties under Administrative Agent or the Loan Documents (including the Amended Credit Agreement) subject to Lenders, nor constitute a waiver of any limitations set out in the Amended Credit Agreement and provision of any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Existing Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensDocuments.

Reaffirmation. Each Loan Party hereto expressly acknowledges The Borrower hereby (a) agrees that, notwithstanding the terms of this Amendment and reaffirms, as occurrence of the date hereof and on the First Amendment Effective Date, that each of the guarantees, the Security Agreement and each of the Negative Pledge Agreement, the Borrower DACA continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the a security interest in its assets as Collateral to secure the Secured Obligations (therefor, all as defined provided in the Guaranty Loan Documents as originally executed and Security Agreement(c) pursuant to each Security Document to which it is a party, in each case, acknowledges that such guarantee and grant continues in full force and effect in respect of, and extends to secure, the Obligations under the Amended Agreement and the other Loan Documents. In furtherance of the foregoing, the Borrower does hereby grant to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out Collateral Agent a security interest in all collateral described in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges as security for the terms of this Amendment and reaffirmsObligations, as amended, restated, increased and/or extended pursuant to this Amendment. (i) The Guarantors hereby (a) agree that, notwithstanding the occurrence of the date hereof and on the First Amendment Effective Date, that each of the guarantees, the Security Agreement and each of the Negative Pledge Agreement, the Mezz DACA continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Guaranteed Obligations (and its grant of a security interest in its assets as defined Collateral therefor, all as provided in the Holdings GuaranteeLoan Documents as originally executed and (c) pursuant to the Holdings Guarantee acknowledges that such guarantee and grant continues in full force and effect in respect of, and extends to secure, the obligations of the Loan Parties Obligations under the Amended Credit Agreement subject and the other Loan Documents. In furtherance of the foregoing, each Guarantor does hereby grant to any limitations set out the Collateral Agent a security interest in all collateral described in the Amended Credit Agreement and any other Loan Document as security for the Holdings Guarantee. Neither the executionObligations, deliveryas amended, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validityrestated, effectiveness or priority of the Liens granted increased and/or extended pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liensthis Amendment.

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 hereto expressly acknowledges hereby consents to this Agreement and the terms transactions contemplated hereby, and hereby confirms its respective guarantees (including in respect of this Amendment the Incremental Term Loans), pledges and reaffirmsgrants of security interests, as applicable, under each of the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a party, in each caseand agrees that, continues 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 and extends shall accrue to the obligations benefit of the Secured Parties (including in respect of the Incremental Term Loan Lenders). Each of the Reaffirming Loan Parties under agrees that, neither the Loan Documents (including modification of the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) effected pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither nor the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (ia) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured ObligationsObligations (as defined in the Guarantee and Collateral Agreement and including the Incremental Term Loan), whether heretofore or hereafter incurred; incurred or (iib) requires require that any new filings be made or other action be 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, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. Each Loan Party hereto expressly acknowledges (i) The Borrower hereby (a) agrees that, notwithstanding the terms of this Amendment and reaffirms, as occurrence of the date hereof and on the First Amendment Effective Date, that each of the guarantees, the Security Agreement and each of the Negative Pledge Agreement, the Borrower DACA continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the a security interest in its assets as Collateral to secure the Secured Obligations (therefor, all as defined provided in the Guaranty Loan Documents as originally executed and Security Agreement(c) pursuant to each Security Document to which it is a party, in each case, acknowledges that such guarantee and grant continues in full force and effect in respect of, and extends to secure, the Obligations under the Amended Agreement and the other Loan Documents. In furtherance of the foregoing, the Borrower does hereby grant to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out Collateral Agent a security interest in all collateral described in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges as security for the terms of this Amendment and reaffirmsObligations, as amended, restated, increased and/or extended pursuant to this Amendment. (ii) The Guarantors hereby (a) agree that, notwithstanding the occurrence of the date hereof and on the First Amendment Effective Date, that each of the guarantees, the Security Agreement and each of the Negative Pledge Agreement, the Mezz DACAs continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Guaranteed Obligations (and its grant of a security interest in its assets as defined Collateral therefor, all as provided in the Holdings GuaranteeLoan Documents as originally executed and (c) pursuant to the Holdings Guarantee acknowledges that such guarantee and grant continues in full force and effect in respect of, and extends to secure, the obligations of the Loan Parties Obligations under the Amended Credit Agreement subject and the other Loan Documents. In furtherance of the foregoing, each Guarantor does hereby grant to any limitations set out the Collateral Agent a security interest in all collateral described in the Amended Credit Agreement and any other Loan Document as security for the Holdings Guarantee. Neither the executionObligations, deliveryas amended, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validityrestated, effectiveness or priority of the Liens granted increased and/or extended pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liensthis Amendment.

Reaffirmation. (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Party hereto expressly acknowledges the terms of this Amendment Documents to which it is a party and reaffirms, as of the date hereof and on the Amendment Effective Date, (b) agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreementi) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Loan Document to which it is a partyparty shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 1, constitute “Guaranteed Obligations” under and as defined in each caseof the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, continues (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 1 constitute “Secured Obligations” under and as defined in the Pledge Agreement and are secured by and entitled to the benefits of the Pledge Agreement and the other Security Documents, (iv) all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” under and as defined in the Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents and all Liens granted under the Security Documents shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under and shall not be impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out which it is a party are, after giving effect to hereto, true and correct in the Amended Credit Agreement all material respects on and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the Amendment No. 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date hereof in which case they shall be true and on correct in all material respects as of such earlier date. (C) After giving effect hereto, neither the Amendment Effective Date, that its guarantee amendment of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Original Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: No. 1 (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. (D) Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 1, no Default or Event of Default has occurred and is continuing. (E) This Amendment No. 1 shall not constitute a novation of the Original Credit Agreement or any other Loan Document.

Reaffirmation. (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Party hereto expressly acknowledges the terms of this Amendment Documents to which it is a party and reaffirms, as of the date hereof and on the Amendment Effective Date, (b) agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreementi) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Loan Document to which it is a partyparty shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 1 (including without limitation, all obligations and liabilities of the Company in respect of the Term B Loans), constitute “Guaranteed Obligations” under and as defined in each caseof the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, continues (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 1 (including without limitation, all obligations and liabilities of such Credit Parties in respect of the Term B Loans or any guarantee thereof, as applicable) constitute “Secured Obligations” under and as defined in the Pledge Agreement and are secured by and entitled to the benefits of the Pledge Agreement, (iv) all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement (including without limitation, all obligations and liabilities of Holdings in respect of its guarantee of the Term B Loans) constitute “Secured Obligations” under and as defined in the Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under and shall not be impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out which it is a party are, after giving effect to hereto, true and correct in the Amended Credit Agreement all material respects on and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the Amendment No. 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date hereof in which case they shall be true and on correct in all material respects as of such earlier date. (C) After giving effect hereto, neither the Amendment Effective Date, that its guarantee amendment of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Original Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: No. 1 (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. (D) Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 1, no Default or Event of Default has occurred and is continuing.

Reaffirmation. Subject to Section 12 hereof: (a) Each Loan Reaffirming Party hereto expressly hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and the Amended Credit Agreement and consents to (i) the amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment and reaffirms, as of the date hereof Amended Credit Agreement and on (ii) the transactions contemplated by this Amendment Effective Date, that and the Amended Credit Agreement. Each Reaffirming Party hereby (i) reaffirms its guarantee of obligations under the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a partyparty and (ii) reaffirms that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated hereby (including the amendment of the Existing Credit Agreement), the guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in each case, continues any manner whatsoever and shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under the Loan Documents (including the Amended Credit Agreement. (b) subject Each Reaffirming Party hereby confirms and agrees that (i) the Repriced 2021 Incremental Term Loans shall, upon the funding thereof pursuant to Section 1 hereof, constitute, “Obligations” (or any limitations set out in word of like import) under each of the Amended Credit Agreement and any Collateral Documents and each other Loan Document applicable to that Loan Party. Holdings expressly acknowledges Document, and (ii) the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject have been and will continue to any limitations set out in be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Holdings Guarantee. Neither Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the execution, delivery, performance or effectiveness of this Amendment nor Collateral Documents and the modification other Loan Documents. (c) Each of the Credit Agreement effected pursuant hereto: (i) impairs Reaffirming Parties hereby confirms that the validityAgent is authorized to prepare and file all documents, effectiveness or priority agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in respect of the Liens granted pursuant Obligations to any Loan Documentbe duly perfected to the extent required by such agreement in accordance with all applicable Laws, and including the filing of financing statements in such Liens continue unimpaired with jurisdictions as may be reasonably determined by the same priority to secure repayment of all Secured Obligations, whether heretofore Administrative Agent or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensCollateral Agent as necessary.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms (a) Company, on behalf of this Amendment itself and reaffirms, as each of the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations other Loan Parties (as defined in the Guaranty Credit Agreement), hereby reaffirms all of their respective obligations and Security liabilities under the Loan Documents (as defined in the Credit Agreement) to which such Loan Party is a party, as such obligations and liabilities have been supplemented by the Indenture and the Secured Obligation Designation and acknowledges and agrees that such obligations and liabilities remain in full force and effect. (b) Company, on behalf of itself and each of the other Loan Parties, hereby irrevocably and unconditionally ratifies each Loan Document to which such Loan Party is a party (as such Loan Documents are amended or supplemented to and including the date hereof) and ratifies and reaffirms such Loan Party’s grant of liens and security interests under the Collateral Documents (as defined in the Credit Agreement) and its grant of Liens on confirms that the Collateral liens and security interests granted thereunder continue to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) ), including, without limitation, any additional Secured Obligations resulting from or incurred pursuant to each Security Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Loan Parties under Documents. If the Loan Documents (including foregoing is in accordance with your understanding of our agreement, please sign and return to us the Amended Credit enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers. Very truly yours, Wyndham Destinations, Inc. By: Name: Title: [Signature page to Purchase Agreement) subject to any limitations set out in the Amended Credit ] The foregoing Agreement is hereby confirmed and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, accepted as of the date hereof specified in Schedule I hereto. BofA Securities, Inc. By: Name: Title: For itself and on the Amendment Effective Dateother several Initial Purchasers, that its guarantee of the Guaranteed Obligations (as defined if any, named in the Holdings Guarantee) pursuant Schedule II to the Holdings Guarantee continues in full force foregoing Agreement. [Signature page to Purchase Agreement] Purchase Agreement dated July 20, 2020 Representative: BofA Securities, Inc. Title and effect and extends to the obligations Purchase Prices of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant heretoSecurities: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.Title:

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) To induce the terms of 2022-2 Incremental Lender and Administrative Agent to enter into this Amendment and reaffirmsSixth Amendment, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (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, 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 Sixth Amendment. (b) In furtherance of the foregoing Section 7(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 Sixth Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Sixth Amendment and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2022-2 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 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 extends 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 Sixth 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 obligations Loan Documents. (c) In furtherance of the foregoing Section 7(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 Sixth Amendment and the transactions contemplated hereby, including the extension of credit in the form of the 2022-2 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. 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 2022-2 Incremental Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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) confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including the Amended Credit Agreement) all such Obligations as amended, reaffirmed and/or increased pursuant to this Sixth Amendment), subject to any limitations set out the terms contained in the Amended applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Sixth Amendment, such Guarantor is not required by the terms of the Term Credit Agreement and or any other Loan Document applicable to that consent to this Sixth Amendment and (ii) nothing in the Term Credit Agreement, this Sixth Amendment or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Term Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Party hereto expressly acknowledges the terms of this Amendment Documents to which it is a party and reaffirms, as of the date hereof and on the Amendment Effective Date, (b) agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreementi) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Loan Document to which it is a partyparty shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 3, constitute “Guaranteed Obligations” under and as defined in each caseof the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, continues (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 3 constitute “Secured Obligations” under and as defined in the Pledge Agreement and are secured by and entitled to the benefits of the Pledge Agreement and the other Security Documents, (iv) all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” under and as defined in the Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents and all Liens granted under the Security Documents shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under and shall not be impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out which it is a party are, after giving effect to hereto, true and correct in the Amended Credit Agreement all material respects on and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date hereof in which case they shall be true and on correct in all material respects as of such earlier date; provided, that, to the Amendment Effective Dateextent that any such representations and warranties are qualified by materiality, that its guarantee material adverse effect or similar language, such representations and warranties shall be true and correct in all respects. (C) After giving effect hereto, neither the amendment of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Original Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: No. 3 (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. (D) Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 3, no Default or Event of Default has occurred and is continuing. (E) This Amendment No. 3 is a Loan Document. (F) This Amendment No. 3 shall not constitute a novation of the Original Credit Agreement or any other Loan Document.

Reaffirmation. Each Loan Credit Party hereto expressly acknowledges that it has reviewed the terms of this Amendment, consents to the amendments to the Credit Agreement effected pursuant to this Amendment and reaffirms, as of the date hereof and on the Amendment No. 4 Effective Date, that its guarantee (if applicable) of the Guarantied Obligations (as defined in under the Guaranty and Security Agreement) Credit Agreement and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Collateral Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Loan Credit Parties under the Loan Credit Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Credit Document applicable to that Loan Credit Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Credit Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Representative HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent By: /s/ Xxxxxx XxXxxxxxxx Name: Xxxxxx XxXxxxxxxx Title: AVP HSBC BANK CANADA, as a Revolving Lender and an Issuing Bank By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Global Banking By: /s/ My Le Name: My Le Title: Director, Global Banking BANK OF AMERICA, N.A., as a Revolving Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President BARCLAYS BANK, PLC, as a Revolving Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director BANK OF MONTREAL, as a Revolving Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director THE BANK OF NOVA SCOTIA, as a Revolving Lender and an Issuing Bank By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Associate Director NATIXIS, NEW YORK BRANCH., as a Revolving Lender and an Issuing Bank By: /s/ Ahmet Urgulu Name: Ahmet Urgulu Title: Executive Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director ROYAL BANK OF CANADA, as a Revolving Lender and an Issuing Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Authorized Signatory SUMITOMO MITSUI BANKING CORPORATION, as a Revolving Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director XXXXX FARGO BANK, N.A., as a Revolving Lender and an Issuing Bank By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director CITIBANK, N.A., as a New Lender By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President MUFG UNION BANK, N.A., as a New Lender By: /s/ Chi-Xxxxx Xxxx Name: Chi-Xxxxx Xxxx Title: Director

Reaffirmation. Each (a) To induce the 2023 Replacement Term Loan Party hereto expressly acknowledges the terms of Lenders and Administrative Agent to enter into this Amendment and reaffirmsEighth Amendment, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (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, 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 Eighth 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 Eighth Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Eighth Amendment and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2023 Replacement Term 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 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 extends 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 Eighth 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 obligations 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 Eighth Amendment and the transactions contemplated hereby, including the extension of credit in the form of the 2023 Replacement Term 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. 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 2023 Replacement Term Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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) confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including the Amended Credit Agreement) all such Obligations as amended, reaffirmed and/or increased pursuant to this Eighth Amendment), subject to any limitations set out the terms contained in the Amended applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Eighth Amendment, such Guarantor is not required by the terms of the Term Credit Agreement and or any other Loan Document applicable to that consent to this Eighth Amendment and (ii) nothing in the Term Credit Agreement, this Eighth Amendment or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Term Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. A. Each Loan Party hereto expressly hereby acknowledges receipt of a copy of this Amendment, hereby consents to this Amendment and each of the 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 this Amendment and reaffirms, as each of the date hereof Loan Documents to which it is party, and on agrees that, notwithstanding the Amendment Effective Date, that its guarantee effectiveness of this Agreement or any of the Guarantied Obligations transactions contemplated herein, such guarantees (as defined in the Guaranty case of the Guarantors), pledges, grants of security interests and Security Agreement) other obligations, and its grant the terms of Liens on each of the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a party, are not impaired or adversely affected in each case, continues any manner whatsoever and shall continue to be in full force and effect and extends shall continue to secure all the obligations of the Loan Parties under the Loan Documents (including Obligations, as amended, increased and/or extended pursuant to the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other . Each Loan Party further confirms that each Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment which it is a party is and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant shall continue to the Holdings Guarantee continues be in full force and effect and extends the same are hereby ratified and confirmed in 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 Second Restated Credit Agreement or any other Loan Document to consent to the obligations of amendments to the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Second Restated Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, this Amendment and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in this Amendment or any new filings other Loan Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendments to the Amended Credit Agreement.

Reaffirmation. (a) Each Loan Party hereto hereby (i) expressly acknowledges the terms of the 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 date hereof and on the Tenth Amendment Effective Date, that (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, its guarantee of payment of the Guarantied Obligations (as defined in pursuant to Article IX of the Guaranty and Security Agreement) Credit Agreement and its grant of Liens on the Collateral to secure the Secured Obligations Obligations. (as defined in the Guaranty and Security Agreementc) pursuant to each Security Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Each Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirmsParty hereby certifies that, as of the date hereof (immediately after giving effect to the occurrence of the Tenth Amendment Effective Date and the effectiveness of the Amendment), the representations and warranties made by it contained in the Loan Documents to which it is a party are true and correct in all material respects with the same effect as if made on the Amendment Effective Datedate hereof, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant except to the Holdings Guarantee continues in full force and effect and extends extent any such representation or warranty refers or pertains solely to a date prior to the obligations date hereof (in 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 acceptance by the 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 providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Parties under the Amended Credit Agreement subject Document with respect to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the executionfuture amendment, deliverywaiver, performance supplement or effectiveness of this Amendment nor the other modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document or any arrangement contemplated by any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment No. 2 Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on and security interest in the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Collateral Document to which it is a party, in each case, continues remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit AgreementAgreement as amended by this Amendment) subject to any limitations set out in the Amended Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges Each Loan Party agrees that the terms 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 this Amendment principal and reaffirmsinterest on, as of and premium (if any) on, the date hereof applicable Loans under the Amended Credit Agreement and on that the Amendment Effective Date, that its guarantee of Obligations under the Guaranteed Obligations Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Collateral Agreement and the Holdings Guaranteeother Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensLiens or security interests.

Reaffirmation. Subject to Section 12 below: (a) Each Loan Reaffirming Party hereto expressly hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and the Amended Credit Agreement and consents to (i) the amendments to the Existing Credit Agreement effected pursuant to this Amendment and reaffirms, as of the date hereof Amended Credit Agreement and on (ii) the transactions contemplated by this Amendment Effective Date, that and the Amended Credit Agreement. Each Reaffirming Party hereby (i) reaffirms its guarantee of obligations under the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a partyparty and (ii) reaffirms that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated hereby (including the amendment of the Existing Credit Agreement), the guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in each case, continues any manner whatsoever and shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under the Loan Documents (including the Amended Credit Agreement. (b) subject to Each Reaffirming Party hereby confirms and agrees that (i) the 2024 Incremental Term Loans shall, on and after the Closing Date, constitute, “Obligations” (or any limitations set out in word of like import) under each of the Amended Credit Agreement and any Collateral Documents and each other Loan Document applicable to that Loan Party. Holdings expressly acknowledges Document, and (ii) the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject have been and will continue to any limitations set out in be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Holdings Guarantee. Neither Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the execution, delivery, performance or effectiveness of this Amendment nor Collateral Documents and the modification other Loan Documents. (c) Each of the Credit Agreement effected pursuant hereto: (i) impairs Reaffirming Parties hereby confirms that the validityAgent is authorized to prepare and file all documents, effectiveness or priority agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in respect of the Liens granted pursuant Obligations to any Loan Documentbe duly perfected to the extent required by such agreement in accordance with all applicable Laws, and including the filing of financing statements in such Liens continue unimpaired with jurisdictions as may be reasonably determined by the same priority to secure repayment of all Secured Obligations, whether heretofore Administrative Agent or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensCollateral Agent as necessary.

Reaffirmation. (a) To induce the 2016 Refinancing Term Lenders and the Administrative Agent to enter into this Amendment No. 2, each of the Loan 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 applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 2 and the incurrence of the 2016 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. 2. (b) In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under any Guarantee 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 Guarantee and agrees that such Guarantee remains in full force and effect to the extent set forth in such Guarantee and after giving effect to this Amendment No. 2 and the incurrence of the 2016 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Party hereto expressly acknowledges Guarantor hereby confirms that it consents to the terms of this Amendment No. 2 and reaffirmsthe Credit Agreement and that the principal of, as the interest and premium (if any) on, and fees related to, the 2016 Refinancing Term Loans constitute “Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its Guarantee and each of the date hereof Loan Documents to which it is a party or otherwise bound shall continue in full force and on effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment Effective DateNo. 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, reaffirmed and/or increased pursuant to this Amendment No. 2 and the incurrence of the 2016 Refinancing Term Loans) 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 guarantee obligations under the Loan Documents. (c) In furtherance of the Guarantied Obligations foregoing Section 8(a), each of the Loan Parties that is party to any Security Document, in its capacity as a Pledgor (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 Guaranty terms and conditions of this Amendment No. 2 and the transactions contemplated hereby, including the extension of credit in the form of the 2016 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 AgreementAgreement and each other Loan Document (in each case, to the extent a party thereto) and its grant of Liens on the Collateral to secure the Secured Obligations (including all such Obligations as defined in the Guaranty and Security Agreement) amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and the incurrence of the 2016 Refinancing Term Loans) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. 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 2016 Refinancing Term Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a partyparty 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 (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and the incurrence of the 2016 Refinancing Term Loans), 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 Pledgor now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Pledgor’s right, title and interest in, to and under all Collateral, in each casecase whether now owned or existing or hereafter acquired or arising and wherever located, continues as collateral security for the prompt and complete payment and performance in full force when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and effect and extends the incurrence of the 2016 Refinancing Term Loans), subject to the obligations terms contained in the applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Parties under Security Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) such Guarantor is not required by the Loan Documents (including terms of the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and or any other Loan Document applicable to that consent to this Amendment No. 2 and (ii) nothing in the Credit Agreement, this Amendment No. 2 or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. (a) Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on Reaffirming Parties (i) hereby consents to the Amendment Effective DateAgreement and the transactions contemplated thereby (including any Additional Conversions), that (ii) hereby confirms its guarantee of the Guarantied Obligations guarantees (as defined in the Guaranty and Security Agreementcase of Holdings) and its grant pledges, grants of Liens on the Collateral to secure the Secured Obligations security interests and other agreements (as defined in the Guaranty case of all Reaffirming Parties), as applicable, under each of the Security Documents to which it is party and Security (iii) agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), such guarantees, pledges, grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement) pursuant . Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is a partyparty and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), in each case, continues such obligations shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Parties Lenders under the Loan Documents (including the Amended Credit Agreement. (b) subject Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Term B-6 Loans and the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments (including those implemented pursuant to any limitations set out in the Amended Credit Agreement and any other Additional Conversions) constitute Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensCollateral Agreement).

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) To induce the terms of Administrative Agent to enter into this Amendment and reaffirmsAgreement, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each casecase as amended, continues restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Agreement) (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 extends that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. In furtherance of the foregoing Section 5(a), each Guarantor, in its capacity as a Guarantor under the respective Guaranty (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of the applicable Guaranty and agrees that the applicable Guaranty remains in full force and effect to the obligations of the extent set forth in such Guaranty and after giving effect to this Agreement, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject Guarantor hereby confirms that it consents to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment Agreement and reaffirms, as of the date hereof Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges and on the Amendment Effective Date, agrees that its guarantee of the Guaranteed Obligations (as defined in and each of the Holdings Guarantee) pursuant Loan Documents to the Holdings Guarantee continues which it is a party or otherwise bound shall continue in full force and effect and extends that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement, (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 Agreement) 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. (b) In furtherance of the foregoing Section 5(a), each of the Loan Parties under the Amended Credit Agreement subject that is party to any limitations set out 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 Amended Credit terms and conditions of this Agreement and the Holdings Guaranteetransactions contemplated hereby. Neither In addition, each Reaffirming Grantor reaffirms the executionsecurity interests granted by such Reaffirming Grantor under the terms and conditions of the Collateral Documents (in each case, deliveryto the extent a party thereto) to secure the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Agreement) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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 Agreement), 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 effectiveness hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment nor Agreement), subject to the modification terms contained in the applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. Each Guarantor (other than the Borrower) acknowledges and agrees that (i) such Guarantor is not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to this Agreement and (ii) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) To induce the terms of 2017 Refinancing Term Lenders and the Administrative Agent to enter into this Amendment and reaffirmsNo. 1, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each casecase as amended, continues restated, amended and restated, supplemented or otherwise modified prior to or 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”). 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 extends 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 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 obligations extent set forth in the Guarantee Agreement 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 Parties under Guarantor hereby confirms that it consents to the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in terms of this Amendment No. 1 and the Amended Credit Agreement and any other that the KE 49201287.2 SC1:4484216.6 principal of, the interest and premium (if any) on, and fees related to, the 2017 Refinancing Term Loans constitute “Obligations” under the Loan Document applicable to that Documents. Each Reaffirming Loan Party. Holdings expressly Guarantor hereby (i) acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, agrees that its guarantee of the Guaranteed Obligations (as defined in and each of the Holdings Guarantee) pursuant Loan Documents to the Holdings Guarantee continues which it is a party or otherwise bound shall continue in full force and effect and extends to that all of its obligations thereunder shall not be impaired or limited by the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance 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, 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 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 modification Loan Documents. (c) In furtherance of the foregoing Section 8(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. 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 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. 1 and the incurrence of the 2017 Refinancing Term Loans) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. 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 2017 Refinancing Term Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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. 1 and the incurrence of the 2017 Refinancing Term Loans), 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) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. KE 49201287.2 SC1:4484216.6 (d) Each Guarantor (other than the Borrower) acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant any other Loan Document to any Loan Document, consent to this Amendment No. 1 and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Credit Agreement, this Amendment No. 1 or any new filings other Loan Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of each of the date hereof Third Amendment Closing Date and on the Amendment Increase Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of each of the date hereof Third Amendment Closing Date and on the Amendment Increase Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.

Reaffirmation. (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Party hereto expressly acknowledges the terms of this Amendment Documents to which it is a party and reaffirms, as of the date hereof and on the Amendment Effective Date, (b) agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreementi) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Loan Document to which it is a partyparty shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 2, constitute “Guaranteed Obligations” under and as defined in each caseof the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, continues (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 2 constitute “Secured Obligations” under and as defined in the Pledge Agreement and are secured by and entitled to the benefits of the Pledge Agreement and the other Security Documents, (iv) all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” under and as defined in the Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents and all Liens granted under the Security Documents shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under and shall not be impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out which it is a party are, after giving effect to hereto, true and correct in the Amended Credit Agreement all material respects on and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the Amendment No. 2 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date hereof in which case they shall be true and on correct in all material respects as of such earlier date. (C) After giving effect hereto, neither the Amendment Effective Date, that its guarantee amendment of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Original Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: No. 2 (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. (D) Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 2, no Default or Event of Default has occurred and is continuing. (E) This Amendment No. 2 shall not constitute a novation of the Original Credit Agreement, the Pledge Agreement or any other Loan Document.

Reaffirmation. A. Each Loan Party hereto expressly hereby acknowledges receipt of a copy of the Third Restated Credit Agreement and hereby consents to the Third Restated Credit Agreement and each of the 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 this Amendment and reaffirms, as each of the date hereof Loan Documents to which it is party, and on agrees that, notwithstanding the Amendment Effective Date, that its guarantee effectiveness of the Guarantied Obligations Third Restated Credit Agreement or any of the transactions contemplated thereby, such guarantees (as defined in the Guaranty case of the Guarantors), pledges, grants of security interests and Security Agreement) other obligations, and its grant the terms of Liens on each of the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a party, are not impaired or adversely affected in each case, continues any manner whatsoever and shall continue to be in full force and effect and extends shall continue to secure all the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirmsObligations, as of the date hereof and on the Amendment Effective Dateamended, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) increased and/or extended pursuant to the Holdings Guarantee continues Third Restated Credit Agreement including, without limitation, the Initial Term Loans funded on the Third Restatement Date and the Delayed Draw Term Loans to be funded in the Delayed Draw Funding Date. Each Loan Party further confirms that each Loan Document to which it is a party is and shall continue to be in full force and effect and extends the same are hereby ratified and confirmed in 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 Second Restated Credit Agreement or any other Loan Document to consent to the obligations of amendments to the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Second Restated Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, this Amendment and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Third Restated Credit Agreement, this Amendment or any new filings other Loan Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendments to the Third Restated Credit Agreement.

Reaffirmation. A. Each Loan Party hereto expressly hereby acknowledges receipt of a copy of the Restated Credit Agreement and hereby consents to the Restated Credit Agreement and each of the 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 this Amendment and reaffirms, as each of the date hereof Loan Documents to which it is party, and on agrees that, notwithstanding the Amendment Effective Date, that its guarantee effectiveness of the Guarantied Obligations Restated Credit Agreement or any of the transactions contemplated thereby, such guarantees (as defined in the Guaranty case of the Guarantors), pledges, grants of security interests and Security Agreement) other obligations, and its grant the terms of Liens on each of the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a party, are not impaired or adversely affected in each case, continues any manner whatsoever and shall continue to be in full force and effect and extends shall continue to secure all the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirmsObligations, as of the date hereof and on the Amendment Effective Dateamended, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) increased and/or extended pursuant to the Holdings Guarantee continues Restated Credit Agreement including, without limitation, the New Term Loans funded on the Restatement Date. Each Loan Party further confirms that each Loan Document to which it is a party is and shall continue to be in full force and effect and extends the same are hereby ratified and confirmed in 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 Existing Credit Agreement or any other Loan Document to consent to the obligations of amendments to the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Existing Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, this Amendment and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Restated Credit Agreement, this Amendment or any new filings other Loan Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendments to the Restated Credit Agreement.

Reaffirmation. (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Party hereto expressly acknowledges the terms of this Amendment Documents to which it is a party and reaffirms, as of the date hereof and on the Amendment Effective Date, (b) agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreementi) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Loan Document to which it is a partyparty shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 2, constitute “Guaranteed Obligations” under and as defined in each caseof the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, continues (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 2 constitute “Secured Obligations” under and as defined in the Pledge Agreement and are secured by and entitled to the benefits of the Pledge Agreement and the other Security Documents, (iv) all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” under and as defined in the Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents and all Liens granted under the Security Documents shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under and shall not be impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out which it is a party are, after giving effect to hereto, true and correct in the Amended Credit Agreement all material respects on and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the Amendment No. 2 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date hereof in which case they shall be true and on correct in all material respects as of such earlier date; provided, that, to the Amendment Effective Dateextent that any such representations and warranties are qualified by materiality, that its guarantee material adverse effect or similar language, such representations and warranties shall be true and correct in all respects. (C) After giving effect hereto, neither the amendment of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Original Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: No. 2 (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. (D) Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 2, no Default or Event of Default has occurred and is continuing. (E) This Amendment No. 2 is a Loan Document. (F) This Amendment No. 2 shall not constitute a novation of the Original Credit Agreement or any other Loan Document.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof Credit Parties party to the Guarantees, the Security Documents and on the Amendment Effective Dateother Credit Documents, that its guarantee in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time, hereby (i) reaffirms each Lien granted by such Credit Party to the Collateral Agent for the benefit of the Guarantied Obligations Secured Parties and reaffirms the guaranties made pursuant to the Guarantees, (as defined ii) acknowledges and agrees that the grants of security interests by and the guaranties of the Credit Parties contained in the Guaranty Guarantees, the Security Documents and the other applicable Credit Documents are, and shall remain, in full force and effect after giving effect to this Amendment, (iii) the security created by the Security Agreement) and its grant of Liens on Documents governed by English law or to which the Collateral English Guarantors are party shall continue to secure the its Secured Obligations (as defined in the Guaranty and Security Documents) under the Credit Documents after giving effect to this Agreement, (iv) pursuant to each Security Document to which it is a party, in each case, continues in full force and effect and extends to that the obligations of the Loan Parties English Guarantors under the Loan Guarantees, the Security Documents (including and the Amended other Credit Agreement) subject to any limitations set out in Documents would continue notwithstanding the Amended proposed amendments which are expressly contemplated by the Credit Agreement (and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges fall within the terms of this Amendment original contemplation and reaffirms, as purview of the date hereof parties thereto and on the Amendment Effective Date, other applicable Credit Documents) and (v) acknowledges and agrees that the security created by the Security Documents governed by Canadian law or to which any Canadian Credit Party is a party shall continue to secure its guarantee of the Guaranteed Obligations (as defined in such Security Documents) under the Holdings Guarantee) pursuant Credit Documents after giving effect to this Agreement and the Holdings Guarantee continues in full force proposed amendments which are expressly contemplated herein and effect by the Credit Agreement and extends to the obligations other applicable Credit Documents fall within the original purview of the Loan Parties Obligations (as defined in such Security Documents and stated therein as being secured thereby). This Amendment shall not constitute a modification of the Credit Agreement, except as specified under Section 2 hereto, or a course of dealing with any Agent or any Lender at variance with the US-DOCS\121253804.12 Amended Credit Agreement subject such as to require further notice by any limitations set out in Agent or any Lender to require strict compliance with the terms of the Amended Credit Agreement and the Holdings Guaranteeother Credit Documents in the future, except as expressly set forth herein. Neither The Agents and the executionLenders reserve all rights, delivery, performance or effectiveness of privileges and remedies under the Credit Documents. Nothing in this Amendment nor the modification is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Credit Agreement effected pursuant hereto: (i) impairs Obligations or to modify, affect or impair the validityperfection, effectiveness priority or priority continuation of the Liens granted pursuant security interests in, security titles to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action Liens on any Collateral for the Obligations or otherwise constitute or be taken considered as a new or re-granting of security with respect to perfect or to maintain the perfection of such LiensEnglish Guarantors.

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) After giving effect to the terms of this Amendment and reaffirmsFirst Amendment, as of (i) the date hereof and on Borrower reaffirms the Amendment Effective Datecovenants, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant pledges, grants of Liens on the Collateral to secure the Secured Obligations (as defined and agreements or other commitments contained in the Guaranty and Security Agreement) pursuant to each Security Loan Document to which it is a party, including, in each case, continues such covenants, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this First Amendment and the transactions contemplated hereby, (ii) each Loan Guarantor reaffirms its guarantee of the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Term Loans) and (iii) each of the Borrower and each Loan Guarantor reaffirms each Lien granted by it to the 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 effect and extends to during the obligations term of the Loan Parties under Credit Agreement as amended by the Loan Documents First Amendment, and shall continue to secure the Secured Obligations (including the Amended Secured Obligations arising out of the incurrence of the 2019 Incremental Term Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by the First Amendment, and the other Loan Documents. (b) subject to any limitations set out in Each of the Amended Borrower and each Loan Guarantor hereby acknowledges and agrees that neither the modification of the Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) effected pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither this First Amendment nor the execution, delivery, performance or effectiveness of this First Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, Document and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; . (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that (A) each Loan Document to which it is a party shall continue to be in full force and effect and (B) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments by such Loan Party under the Loan Documents shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired or (ii) requires that any new filings be made discharged hereby or other action be taken to perfect or to maintain by the perfection of such Lienstransactions contemplated in the First Amendment.

Reaffirmation. (a) Each Loan Party hereto expressly acknowledges of the terms Reaffirming Parties (i) hereby consents to the Amendment Agreement and the transactions contemplated thereby, (ii) hereby confirms its guarantees, pledges, hypothecs, grants of this Amendment security interests and reaffirmsother agreements, as applicable, under each of the date hereof Security Documents to which it is party and on (iii) agrees that notwithstanding the effectiveness of the Amendment Effective Date, that its guarantee Agreement and the consummation of the Guarantied Obligations transactions contemplated thereby, such guarantees, pledges, hypothecs, grants of security interests and other agreements shall remain continuous and unaffected in accordance with the provisions of the Security Documents, shall continue to be in full force and effect and, other than in respect of the Security Documents governed by Dutch law and Japanese law (which shall accrue to the benefit of the Administrative Agent), shall accrue to the benefit of the Lenders under the Amended Credit Agreement and the obligations secured thereunder will be the obligations defined as defined such in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (Documents as defined in the Guaranty and Security Agreement) those obligations have been amended pursuant to the Amendment Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings, Intermediate Holdings and the Borrowers with Section 5.10 of the Amended Credit Agreement and hereby reaffirms its obligations under each similar provision of each Security Document to which it is a party, in each case, continues in full force and effect and extends to the obligations . (b) Each of the Loan Reaffirming Parties under party to each of the Loan Security Documents (including securing the Amended Credit Agreement) subject Obligations of the Borrowers hereby confirms and agrees that the outstanding Term Loans, Revolving Facility Loans and Credit-Linked Deposits have constituted and continue to any limitations set out in the Amended Credit Agreement and any other constitute, Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings GuaranteeGuarantee Agreement). (c) pursuant Notwithstanding anything herein to the Holdings Guarantee continues contrary, in full force and effect and extends relation to any Reaffirming Party which is incorporated in Singapore, the obligations of the Loan Parties such Reaffirming Party under the Amended Credit or in connection with this Agreement subject to do not extend to, guarantee or secure any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance liability which would be unlawful or effectiveness of this Amendment nor the modification prohibited by Section 76 of the Credit Agreement effected pursuant hereto: (i) impairs the validityCompanies Act, effectiveness or priority Chapter 50 of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensSingapore.

Reaffirmation. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Collateral Trustee or the Administrative Agent under the Existing Credit Agreement as amended by this Amendment or under any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended by this Amendment, or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Each of the Borrower and each other Loan Party party hereto expressly acknowledges hereby (a) ratifies and affirms its obligations under the terms of this Amendment Amended Credit Agreement and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Loan Document to which it is a party, in each casecase as amended by this Amendment (and, continues in the case of the Guarantees, each Guarantor hereby confirms and ratifies its continuing unconditional obligations as a Guarantor under the applicable Guarantee with respect to all Guaranteed Obligations thereunder (including, for the avoidance of doubt, the Revolving Credit Loans made pursuant to the New Revolving Credit Commitments made on or after the Amendment Effective Date), (b) ratifies and affirms all Liens on the Collateral which have been granted by it for the benefit of the Secured Parties pursuant to the Loan Documents and (c) acknowledges and agrees that the grants of security interests by the Loan Parties contained in the Collateral Agreement and the other Security Documents are, and shall remain, in full force and effect and extends immediately after giving effect to this Amendment and, in each case, shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, the Revolving Credit Loans made pursuant to the obligations of the Loan Parties under the Loan Documents (including the Amended New Revolving Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and Commitments made on or after the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens).

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment No. 3 Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on and security interest in the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Collateral Document to which it is a party, in each case, continues remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit AgreementAgreement as amended by this Amendment) subject to any limitations set out in the Amended Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges Each Loan Party agrees that the terms 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 this Amendment principal and reaffirmsinterest on, as of and premium (if any) on, the date hereof applicable Loans under the Amended Credit Agreement and on that the Amendment Effective Date, that its guarantee of Obligations under the Guaranteed Obligations Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Collateral Agreement and the Holdings Guaranteeother Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensLiens or security interests.

Reaffirmation. (a) Each of the Borrower and each other Loan Party hereto expressly acknowledges hereby (i) reaffirms its obligations under the terms of this Amendment Amended and reaffirmsRestated Credit Agreement, as of the date hereof each other Amended Document and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security other Loan Document to which it is a party, in each casecase as amended by this Amendment and Restatement, continues (ii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (iii) acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect and extends immediately after giving effect to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as Restatement. (b) After giving effect to this Amendment and Restatement and the effectiveness of the date hereof Amended and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Restated Credit Agreement and the Holdings Guarantee. Neither other Amended Documents, neither the modification of the Original Credit Agreement or the other Loan Documents effected pursuant to this Amendment and Restatement, the Amended and Restated Credit Agreement and the other Amended Documents nor the execution, delivery, performance or effectiveness of this Amendment nor and Restatement, the modification of the Amended and Restated Credit Agreement effected pursuant hereto: (i) or the other Amended Documents impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.

Reaffirmation. (a) Each Loan Party hereto expressly reaffirms its guaranty of the Obligations pursuant to the Existing Credit Agreement as amended hereby. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Amendment and reaffirms, as consents to the amendment of the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) Existing Credit Agreement effected pursuant to this Amendment. Each Loan Party hereby confirms that each Security Loan Document to which it is a party, in each case, continues party or is otherwise bound will continue to be in full force and effect as amended by this Amendment and extends all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. (b) It is the intention of each of the parties hereto that the Existing Credit Agreement be amended so as to preserve the obligations perfection and priority of all Liens securing Indebtedness and Obligations under the Existing Credit Agreement and that all Indebtedness and Obligations of the Loan Parties thereunder shall be secured by the Liens evidenced under the Loan Security Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of neither this Amendment nor the modification transactions contemplated thereby constitute a novation or termination of the Indebtedness and Obligations existing under the Existing Credit Agreement effected pursuant hereto: (i) impairs the validityor serve to terminate Sections 9.06, effectiveness 10.02 or priority 10.03 of the Liens granted pursuant Existing Credit Agreement or any of the Borrowers’ obligations thereunder with respect to any Loan Document, the Existing Lenders). The parties hereto further acknowledge and such Liens continue unimpaired agree that this Amendment constitutes an amendment of the Existing Credit Agreement made under and in accordance with the same priority to secure repayment terms of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain Section 10.05 of the perfection of such LiensExisting Credit Agreement.

Reaffirmation. Subject to section 12 below: (a) Each Loan Reaffirming Party hereto expressly hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and the Amended Credit Agreement and consents to (i) the amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment and reaffirms, as of the date hereof Amended Credit Agreement and on (ii) the transactions contemplated by this Amendment Effective Date, that and the Amended Credit Agreement. Each Reaffirming Party hereby (i) reaffirms its guarantee of obligations under the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a partyparty and (ii) reaffirms that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated hereby (including the amendment of the Existing Credit Agreement), the guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in each case, continues any manner whatsoever and shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under the Loan Documents (including the Amended Credit Agreement. (b) subject Each Reaffirming Party hereby confirms and agrees that (i) the Repriced Initial Term Loans and the Repriced 2021 Incremental Term Loans shall, upon the funding thereof pursuant to Section 1 hereof, constitute, “Obligations” (or any limitations set out in word of like import) under each of the Amended Credit Agreement and any Collateral Documents and each other Loan Document applicable to that Loan Party. Holdings expressly acknowledges Document, and (ii) the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject have been and will continue to any limitations set out in be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Holdings Guarantee. Neither Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the execution, delivery, performance or effectiveness of this Amendment nor Collateral Documents and the modification other Loan Documents. (c) Each of the Credit Agreement effected pursuant hereto: (i) impairs Reaffirming Parties hereby confirms that the validityAgent is authorized to prepare and file all documents, effectiveness or priority agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in respect of the Liens granted pursuant Obligations to any Loan Documentbe duly perfected to the extent required by such agreement in accordance with all applicable Laws, and including the filing of financing statements in such Liens continue unimpaired with jurisdictions as may be reasonably determined by the same priority to secure repayment of all Secured Obligations, whether heretofore Administrative Agent or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensCollateral Agent as necessary.

Reaffirmation. (a) Each Loan Party hereto expressly acknowledges of Holdings, Company, XM Leasing Subsidiary and the terms Additional Subsidiaries hereby agrees and confirms, both before and after giving effect to this Amendment, that it is bound by the Security Agreement and all of this Amendment the Collateral described therein does and reaffirmsshall continue to secure the payment of all Obligations under that certain [__] Senior Secured Notes Indenture, dated as of the date hereof hereof, among the Company, Holdings, their respective subsidiaries from time to time party thereto and on U.S. Bank National Association, as trustee (including without limitation, the Amendment Effective Datenotes issued from time to time thereunder (the “Indenture”)). Each of Holdings, Company and their respective subsidiaries from time to time party to the Security Agreement hereby reaffirms its grant of a security interest in the Collateral to Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due of the Secured Obligations (including without limitation, the Obligations in respect of the Indenture and the notes issued thereunder). The Security Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Each of Holdings, Company and their respective subsidiaries from time to time party to the Security Agreement hereby certifies that the representations and warranties set forth in Section 4 of the Security Agreement are true and correct as of the date hereof. (b) Company hereby agrees and confirms, both before and after giving effect to this Amendment, that its guarantee it is bound by the Amended and Restated Security Agreement, dated as of January 28, 2003, between Company and Collateral Agent (the “FCC License Subsidiary Pledge Agreement”) and all of the Guarantied Collateral (as defined in the FCC License Subsidiary Pledge Agreement) does and shall continue to secure the payment of all Secured Obligations (as defined in the Guaranty and Security FCC License Subsidiary Pledge Agreement) (including without limitation, Obligations in respect of the Indenture and the notes issued thereunder). Company hereby reaffirms its grant of Liens on a security interest in the Collateral (as defined in the FCC License Subsidiary Pledge Agreement) to secure Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due of the Secured Obligations (as defined in the Guaranty and Security FCC License Subsidiary Pledge Agreement) pursuant (including without limitation, Obligations in respect of the Indenture and the notes issued thereunder). The FCC License Subsidiary Pledge Agreement is and shall continue to each Security Document to which it is a party, in each case, continues be in full force and effect and extends to is hereby in all respects ratified and confirmed. Company hereby certifies that the obligations representations and warranties set forth in Section 5 of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit FCC License Subsidiary Pledge Agreement are true and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, correct as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Lienshereof.

Reaffirmation. (a) Each Loan Party hereto expressly Guarantor hereby acknowledges that it has reviewed the terms of this Amendment and reaffirms, as provisions of the date hereof Existing Credit Agreement and on the Amendment Effective Date, that its guarantee Credit Agreement and consents to the amendment and restatement of the Guarantied Obligations Existing Credit Agreement effected pursuant to the Credit Agreement. Each Guarantor hereby confirms that the Guaranty guarantees and will continue to guaranty, to the fullest extent possible (in accordance with the terms thereof) the payment and performance of all “Obligations” (as such term is defined in the Guaranty Guaranty), including without limitation the payment and Security performance of all such “Obligations” in respect of the obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement. (b) Each Guarantor acknowledges and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in agrees that the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, in each case, continues shall continue in full force and effect and extends that all of its obligations thereunder are and shall continue to be valid and enforceable (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and shall not be impaired or limited by the obligations execution or effectiveness of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out . Each Guarantor represents and warrants that all of its representations and warranties contained in the Amended Credit Agreement Guaranty are true, correct and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment complete in all material respects on and reaffirms, as of the date hereof to the same extent as though made on and on the Amendment Effective Date, that its guarantee as of the Guaranteed Obligations date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. (as defined c) Each Guarantor acknowledges and agrees that (i) notwithstanding any conditions to effectiveness set forth in the Holdings Guarantee) pursuant Credit Agreement, the Guarantor is not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the Holdings Guarantee continues in full force amendment and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification restatement of the Credit Agreement effected pursuant hereto: (i) impairs to the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, Credit Agreement and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Existing Credit Agreement, the Credit Agreement or any new filings other Loan Document shall be made or other action be taken deemed to perfect or require the consent of the Guarantor to maintain any future amendment and restatement of the perfection of such LiensCredit Agreement.

Reaffirmation. 7.1 Each Loan Party hereto expressly Obligor hereby acknowledges the terms of this Amendment and reaffirms, confirms that as of the date hereof hereof: (i) the Credit Agreement and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, in each case, continues other Loan Documents remain in full force and effect as amended hereby and extends shall not be impaired or limited by the execution and effectiveness of this Third Amendment; (ii) no Obligor nor any other Loan Party has any defense to its obligations under the obligations Credit Agreement and the other Loan Documents; and (iii) the Liens of the Loan Parties Administrative Agent under the Loan Documents (including secure all the Amended Obligations, are reaffirmed in all respects, continue in full force and effect, have the same priority as before this Third Amendment, and are not impaired or extinguished in any respect by this Third Amendment. Until the Obligations are Paid in Full, each Obligor agrees and covenants that it is bound by the covenants and agreements set forth in this Third Amendment, the Credit Agreement) subject to any limitations set out in the Amended Credit Agreement , and any other Loan Document applicable and each Obligor hereby ratifies and confirms the Obligations. This Third Amendment does not create or constitute, and is not, a novation of the Credit Agreement nor the other Loan Documents. Each Obligor hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Loan Document. 7.2 Each Original Guarantor and each Additional Guarantor hereby: (i) represents and warrants that all representations and warranties contained in the Guaranty/Collateral Agreement are true and correct in all material respects (or, with respect to any representation or warranty that Loan Party. Holdings expressly is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation and warranty is true in correct in all respects) on and as of the Third Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation and warranty is true in correct in all respects) as of such earlier date; and (ii) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Third Amendment, it is not required by the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant Credit Agreement or any other Loan Document to consent to the Holdings Guarantee continues in full force and effect and extends amendments to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: to this Third Amendment and (iB) impairs nothing in this Third Amendment, the validityCredit Agreement, effectiveness or priority any other Loan Document shall be deemed to require the consent of the Liens granted pursuant such Guarantor to any Loan Document, and such Liens continue unimpaired with future amendments to the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensCredit Agreement.

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers and all Revolving Credit Exposure (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereto expressly acknowledges hereby (A) agrees that, notwithstanding the terms effectiveness of this Amendment and reaffirmsFifth Amendment, as of after giving effect to this Fifth Amendment, the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and First-Lien Security Agreement) and its grant of Liens on the Collateral Documents continue to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, in each case, continues be in full force and effect and extends to the (B) affirms and confirms all of its obligations of the Loan Parties and liabilities under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any each other Loan Document applicable (including, without limitation, all Revolving Credit Exposure related to that Loan Party. Holdings expressly acknowledges the terms of 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)), in each case after giving effect to this Amendment and reaffirmsFifth Amendment, as of the date hereof and on the Amendment Effective Date, that including its guarantee of the Guaranteed Obligations (and the pledge of and/or grant of a security interest in its assets as defined in the Holdings Guarantee) Collateral pursuant to the Holdings Guarantee continues First-Lien Security Documents to secure such Obligations, all as provided in the First-Lien Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and extends to the obligations of the Loan Parties secure, such Obligations under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guaranteeother Loan Documents, in each case after giving effect to this Fifth Amendment. Neither Each of the executionAdministrative Agent, deliveryeach 2015 Extended Revolving Credit Lender, performance or effectiveness each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledges that the reaffirmation contained in this Section 8 satisfies the requirement for a reaffirmation agreement with respect to the Security Documents as contemplated under clause (ii) of this Amendment nor the modification second sentence of Section 2.25 of the Credit Agreement effected pursuant hereto: (i) impairs Agreement, solely as such requirement relates to the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens2015 Revolving Credit Facility Refinancing.

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) To induce the terms of 2021 Incremental Lender and Administrative Agent to enter into this Amendment and reaffirmsFourth Amendment, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (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, 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 Fourth Amendment. (b) In furtherance of the foregoing Section 7(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 Fourth Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Fourth Amendment and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2021 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 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 extends 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 Fourth 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 obligations Loan Documents. (c) In furtherance of the foregoing Section 7(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 Fourth Amendment and the transactions contemplated hereby, including the extension of credit in the form of the 2021 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. 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 2021 Incremental Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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) confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including the Amended Credit Agreement) all such Obligations as amended, reaffirmed and/or increased pursuant to this Fourth Amendment), subject to any limitations set out the terms contained in the Amended applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, such Guarantor is not required by the terms of the Term Credit Agreement and or any other Loan Document applicable to that consent to this Fourth Amendment and (ii) nothing in the Term Credit Agreement, this Fourth Amendment or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Term Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. Each Loan Party hereto expressly acknowledges Guarantor hereby (i) consents to the terms of this Amendment and reaffirms, as amendment of the date hereof Loan Agreement effected hereby, (ii) acknowledges and on agrees that all of its obligations under the Amendment Effective Date, that its guarantee of Loan Agreement and the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document other Loan Documents to which it is a partyparty are reaffirmed and remain in full force and effect on a continuous basis and are hereby ratified and confirmed in all respects, in each casecase as amended by this Amendment, continues (iii) reaffirms (A) any Lien granted by it pursuant to any Loan Document and (B) any guaranty made by it pursuant to the Accel Inc. Guaranty, (iv) acknowledges and agrees that any grant of security interests made by it shall remain in full force and effect and extends continue to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to secure the obligations of the Loan Parties under the Amended Credit Loan Agreement, (v) agrees that the Obligations include, among other things and without limitation, the payment of any principal or interest on any Contract Draw Loan made as a result of the 2019 Contract Draw Loan Commitment Increase and (vi) agrees that the term “Membership Interests” in that certain Amended and Restated Pledge Agreement, dated September 15, 2014, as amended from time to time (the “Pledge Agreement”), shall include the membership interest of Borrower and the equity interests of all of Guarantor’s direct Subsidiaries that are required to become Loan Parties pursuant to Section 11.14 of the Loan Agreement, so that Guarantor pledges, under the Pledge Agreement, such equity interests of all of Guarantor’s direct Subsidiaries that are required to become Loan Parties pursuant to Section 11.14 of the Loan Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Loan Agreement subject or the other Loan Documents, which shall remain in full force and effect, except to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liensextent modified hereby.

Reaffirmation. (a) Each Loan Reaffirming Party hereto expressly hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and the Amended Credit Agreement and consents to (i) the amendment and restatement of the Credit Agreement effected pursuant to this Amendment and reaffirms, as of the date hereof Amended Credit Agreement and on (ii) the transactions contemplated by this Amendment Effective Date, that and the Amended Credit Agreement. Each Reaffirming Party hereby (i) reaffirms its guarantee of obligations under the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a partyparty and (ii) reaffirms that, notwithstanding the effectiveness of this Amendment, the occurrence of the Funding Date and the consummation of the transactions contemplated hereby (including the amendment of the Credit Agreement), the guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in each case, continues any manner whatsoever and shall continue to be in full force and effect and extends shall accrue to the obligations benefit of the Loan Secured Parties under the Loan Documents (including the Amended Credit Agreement. (b) subject Each Reaffirming Party hereby, on the Effective Date and the Funding Date, confirms and agrees that (i) the Initial Term Loans, the 2020 Incremental Term Loans and the Initial Revolving Credit Loans have constituted and continue to constitute, and the 2021 Incremental Term Loans and the 2021 Revolving Credit Commitment Increase shall, upon the funding and/or establishment thereof pursuant to Section 1 and Section 2(b) hereof, constitute, “Obligations” (or any limitations set out in word of like import) under each of the Amended Credit Agreement and any Collateral Documents and each other Loan Document applicable to that Loan Party. Holdings expressly acknowledges Document, and (ii) the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject have been and will continue to any limitations set out in be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Holdings Guarantee. Neither Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the execution, delivery, performance or effectiveness of this Amendment nor Collateral Documents and the modification other Loan Documents. (c) In furtherance of the Credit Agreement effected pursuant hereto: (i) impairs foregoing and to the validityextent possible under local law, effectiveness or priority each Reaffirming Party hereby grants to the Collateral Agent, for the ratable benefit of the Liens granted pursuant Secured Parties, a security interest in all of the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Reaffirming Party’s Obligations (including without limitation the 2021 Incremental Term Loans and the 2021 Revolving Credit Commitment Increase). (d) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to any Loan Documentprepare and file all documents, agreements and such Liens continue unimpaired with the same priority instruments and take all other actions necessary to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in respect of the Obligations to be duly perfected to the extent required by such Liensagreement in accordance with all applicable Laws, including the filing of financing statements in such jurisdictions as may be reasonably determined by the Administrative Agent or the Collateral Agent as necessary.

Reaffirmation. Each Loan Party hereto Borrower expressly acknowledges the terms of this Amendment and reaffirmsreaffirms (a) the terms and conditions of the Amended Credit Agreement and any other Loan Document to which it is a party and acknowledges and agrees that such Amended Credit Agreement and each and every such Loan Document to which it is a party remains in full force and effect and is hereby reaffirmed, ratified and confirmed and (b) as of the date hereof and on the Third Amendment Effective Date, that its guarantee of the Guarantied Guaranteed Obligations (as defined in under the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Loan Parties such Borrower under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guaranteesuch Borrower. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Existing Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Security Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. Each of this Amendment and the Amended Credit Agreement is a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally.

Reaffirmation. Each Loan Party hereto expressly (i) Holdings, as a Guarantor under the Guaranty, hereby (a) acknowledges that it has reviewed the terms and provisions of this Amendment Agreement and reaffirmsconsents to the amendments and modifications effected hereby and (b) agrees and confirms, as both before and after giving effect to the amendment and restatement of the date hereof and on the Amendment Effective DateExisting Credit Agreement pursuant to this Agreement, that it is a party to and is bound by the Guaranty as a guarantor thereunder by virtue of its guarantee of the Guarantied Obligations (as defined having been an original signatory thereto and that its guaranty provided for in the Guaranty is hereby reaffirmed, remains in full force and Security effect, after giving effect to this Agreement) , and its grant of Liens on constitutes a continuing guaranty to the Collateral to secure Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, for the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (with the same effect as defined in the if all terms of such guaranty were set forth herein. The Guaranty is and Security Agreement) pursuant shall continue to each Security Document to which it is a party, in each case, continues be in full force and effect and extends is hereby in all respects ratified and confirmed. (ii) Each of Holdings and each Borrower, each as a Grantor under the Pledge and Security Agreement, hereby (a) acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the obligations amendments and modifications effected hereby and (b) agrees and confirms, both before and after giving effect to the amendment and restatement of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Existing Credit Agreement and any other Loan Document applicable pursuant to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective DateAgreement, that it is a party to and is bound by the Pledge and Security Agreement as a grantor of collateral thereunder by virtue of its guarantee of having been an original signatory thereto. The Pledge and Security Agreement and the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant other Collateral Documents are and shall continue to the Holdings Guarantee continues be in full force and effect and extends are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Pledge and Security Agreement and all of the Collateral (as defined in the Pledge and Security Agreement) do and shall continue to secure the payment of all Obligations under and as defined therein. Each of Holdings and each Borrower, each as a Grantor under the Pledge and Security Agreement, hereby (x) reaffirms its grant of, and hereby grants, a security interest in such Collateral to the obligations Collateral Agent, for the ratable benefit of the Loan Parties 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 all the Obligations under the Amended Credit Agreement subject to any limitations set out and as defined in the Amended Credit Pledge and Security Agreement with the same effect as if all terms of such grant contained in the Pledge and the Holdings Guarantee. Neither the executionSecurity Agreement were set forth herein, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (iy) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Documentapplicable law, authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Liens continue unimpaired with Grantor in such form and in such offices as the same priority Collateral Agent determines appropriate to secure repayment perfect the security interests of the Collateral Agent and the other Secured Parties and authorizes the Collateral Agent to use the collateral description “all Secured Obligationspersonal property, whether heretofore now owned or hereafter incurred; acquired” or any other similar collateral description in any such financing statements and (iiz) requires that ratifies and authorizes the filing by the Collateral Agent of any new filings be financing statement with respect to the Collateral made or other action be taken prior to perfect or to maintain the perfection of such Liensdate hereof.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as As of the date hereof and on the Amendment First Restatement Effective Date, each Credit Party hereby confirms that its guarantee (a) notwithstanding the effectiveness of this Restatement and the Guarantied Obligations transactions contemplated hereby, (as defined in i) the Guaranty obligations of such Credit Parties under the Amended and Security Restated Credit Agreement (including, from and after the First Restatement Effective Date, with respect to the Initial Term Loans contemplated by this Agreement) and its grant the other Credit Documents are entitled to the benefits of Liens on the Collateral to secure guarantees and the Secured Obligations (as defined security interests set forth or created in the Guaranty Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Existing Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iii) each Credit Document to which such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (in the case of the Existing Credit Agreement, as amended hereby) and (b) each Additional Refinancing Term Loan Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Amended and Restated Credit Agreement and the other Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to each Security the Credit Documents and that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, in each case, continues party remain in full force and effect effect, are not released or reduced, and extends continue to the obligations secure full payment and performance of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, Obligations as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liensincreased hereby.

Reaffirmation. (a) Each Loan Security Reaffirming Party (i) agrees that, notwithstanding the effectiveness of Amendment No. 10 or consummation of the 2016 Restatement Transactions, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto expressly to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the terms First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations arising as a result of this Amendment and reaffirmsthe 2016 Restatement Transactions, which shall, as of the date hereof hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (a) Each Reaffirming Party hereby (i) ratifies and on affirms Amendment No. 10 and the 2016 Restatement Transactions, (ii) agrees that, notwithstanding the effectiveness of Amendment Effective DateNo. 10, that its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iii) confirms its guarantee of the Guarantied Bank Obligations (with respect to itself) as defined provided in the Guaranty Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and Security (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and its grant effect in respect of Liens on the Collateral Bank Obligations under the Credit Agreement and the other Loan Documents, including any additional Bank Obligations arising as a result of the 2016 Restatement Transactions. (b) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each any Reaffirmed Security Document to which it is a party, all additional Bank Obligations arising as a result of the 2016 Restatement Transactions constitute “Obligations”, “Secured Liabilities” and words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in each caseSchedule B. (c) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, continues if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and extends shall accrue to the obligations benefit of each Collateral Agent (for the benefit of the Loan Secured Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings GuaranteeFirst Lien Intercreditor Agreement)) pursuant and shall continue to apply, as applicable, in relation to all Obligations following the Holdings Guarantee continues in full force effectiveness of Amendment No. 10 and effect and extends to the obligations consummation of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens2016 Restatement Transactions.

Reaffirmation. (a) To induce the 2017 Incremental Revolving Lenders and the Administrative Agent to enter into this Amendment No. 2, each of the Loan 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 applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to the First Amendment and this Amendment No. 2 and the incurrence of the 2017 Incremental Revolving Commitments 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. 2. (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. 2 and the incurrence of the 2017 Incremental Revolving Commitments, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Party hereto expressly acknowledges Guarantor hereby confirms that it consents to the terms of this Amendment No. 2 and reaffirmsthe Amended Credit Agreement and that the principal of, as of the date hereof interest and on premium (if any) on, and fees related to, the Amendment Effective Date, 2017 Incremental Revolving Commitments constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreementeach 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, (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. 2 and the incurrence of the 2017 Incremental Revolving Commitments) and its grant (iii) acknowledges, agrees and warrants for the benefit of Liens on 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. 2 and the transactions contemplated hereby, including the extension of credit in the form of the 2017 Incremental Revolving Commitments. 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 defined in the Guaranty and Security Agreement) amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and the incurrence of the 2017 Incremental Revolving Commitments) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a partyparty 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. 2 and the incurrence of the 2017 Incremental Revolving Commitments), 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 casecase pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, continues (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and 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 terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full force when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and effect and extends the incurrence of the 2017 Incremental Revolving Commitments), subject to the obligations terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Parties under Security Documents to which it is a party. (d) Gibraltar Holdings and each Guarantor (other than the Loan Documents Borrower) acknowledges and agrees that (including i) it is not required by the Amended Credit Agreement) subject to any limitations set out in terms of the Amended Credit Agreement and or any other Loan Document applicable to that consent to this Amendment No. 2 and (ii) nothing in the Credit Agreement, this Amendment No. 2 or any other Loan Party. Document shall be deemed to require the consent of Gibraltar Holdings expressly acknowledges or such Guarantor to any future amendment, consent or waiver of the terms of this the Credit Agreement. (e) On the date that is 45 days following the Amendment No. 2 Effective Date (or if such date is not a Business Day, on the following Business Day), subject to extension by the Administrative Agent in its sole discretion, the Borrower and reaffirms, as applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the date hereof Collateral Trust Agreement. (f) As promptly as practical but in no event later than December 17, 2017, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and on the Amendment Effective Datedeliver a deed of confirmation, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant form and substance reasonably satisfactory to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAdministrative Agent.

Reaffirmation. (a) Each of Holdings, Mid-Holdings, each Borrower and each Guarantor identified on the signature pages hereto (collectively, Holdings, Mid-Holdings, the Borrowers and such Guarantors, 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 hereto expressly acknowledges hereby consents to this Agreement and the terms transactions contemplated hereby, and hereby confirms its respective guarantees (including in respect of this Amendment the Incremental Revolving Commitments), pledges and reaffirmsgrants of security interests, as applicable, under each of the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a party, in each caseand agrees that, continues 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 and extends shall accrue to the benefit of the Secured Parties (including in respect of the Incremental Revolving Lenders). 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 or the Collateral Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party. (b) Within 90 days after the Incremental Facility Closing Date (or (x) within 180 days after the Incremental Facility Closing Date with the prior consent of the Administrative Agent and the Collateral Agent (such consent not to be unreasonably withheld or delayed) in connection with the entry into additional Incremental Facilities under the Credit Agreement, the Senior Lien Credit Agreement or the Junior Lien Credit Agreement, or (y) such later date as the Administrative Agent and the Collateral Agent in their respective discretion may permit), the Borrowers shall deliver, with respect to each Mortgage encumbering a Mortgaged Property, (i) an amendment or an amendment and restatement thereof (each, a “Mortgage Amendment”) approved by local or foreign counsel (as applicable) reasonably acceptable to the Administrative Agent and the Collateral Agent, setting forth such changes as are reasonably necessary to reflect that the lien securing the Obligations under the Credit Agreement encumbers such Mortgaged Property and to further grant, preserve, protect, confirm and perfect the lien and security interest thereby created and perfected, (ii) (a) for all Mortgaged Properties other than those located in Texas, date down and modification endorsements to the mortgagee’s title policies reflecting the Mortgage Amendment in respect of each of the Mortgaged Properties (other than the Mortgaged Properties in Texas), and (b) for the Mortgaged Properties located in Texas, a nothing further certificate, in all cases (a) and (b), reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iii) a favorable opinion of local or foreign counsel (as applicable) in each jurisdiction in which a Mortgage Property is located for the benefit of the Administrative Agent and the Collateral Agent with respect to the enforceability of the mortgage as amended, together with such other opinions as the Administrative Agent or the Collateral Agent shall require, and in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent (it being understood and agreed that the form and substance of the opinions delivered in connection with the Closing Date are reasonably acceptable) and (iv) such further documents, instruments, acts or agreements as the Administrative Agent or the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided, that a Mortgage Amendment with respect to any particular Mortgaged Property and the related documentation set forth in clauses (ii), (iii) and (iv) above shall not be required to the extent that local or foreign counsel (as applicable) reasonably acceptable to the Administrative Agent and the Collateral Agent has confirmed in an e-mail that no Mortgage Amendment is required in order for the Mortgaged Property to secure the Incremental Revolving Commitments and extensions of credit thereunder. The Borrowers shall also provide flood determinations and flood insurance as required by Regulation H with respect to each Mortgaged Property reasonably acceptable to the Administrative Agent and the Collateral Agent (it being understood and agreed that the Borrowers shall not be required to provide any information in excess of that which was provided in connection with the Closing Date). Nothing herein shall serve to amend or affect in any way the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification Section 5.9(b) of the Credit Agreement effected pursuant hereto: (i) impairs the validityAgreement, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liensas applicable.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and (a) Borrower hereby (i) reaffirms, as ratifies, confirms, and acknowledges its obligations under each Note, the Credit Agreement, and all the other Loan Documents, and agrees to continue to be bound thereby and perform thereunder, and (ii) agrees and acknowledges that all such Loan Documents and all of the date hereof Borrower’s obligations thereunder are and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, in each case, continues remain in full force and effect and, except as expressly provided herein, have not been modified. (b) Concurrently herewith, each Guarantor is executing and extends delivering to the obligations Administrative Agent the applicable Reaffirmation of Guarantor Document referred to in Section 1(a)(ii) above. Each reaffirmation is a “Loan Document” and all references herein, in the Loan Parties under Credit Agreement and in the Loan Documents (including to the Amended Credit Agreement) subject “Guaranty” or to any limitations set out specific Loan Document (c) included in the Amended definition of Guaranty shall be deemed to include the reaffirmation of such Guaranty. (d) Concurrently herewith, each Credit Facility Guarantor is executing and delivering to Administrative Agent the Reaffirmation of Contribution Agreement referred to in Section 1(a)(iii) above. Such reaffirmation is a “Loan Document” and all references herein, in the Credit Agreement and any other in the Loan Document applicable Documents to that Loan Party. Holdings expressly acknowledges the terms of this Amendment “Contribution Agreement” shall be deemed to include such reaffirmation. (e) Concurrently herewith, Borrower and reaffirms, as the OP Guarantor are executing and delivering to Administrative Agent the Reaffirmation of the date hereof Reimbursement Agreement referred to in Section 1(a)(iv) above. Such reaffirmation is a “Loan Document” and on the Amendment Effective Dateall references herein, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and in the Holdings GuaranteeLoan Documents to the “Reimbursement Agreement” shall be deemed to include such reaffirmation. (f) Concurrently herewith, Property Manager is executing and delivering to Administrative Agent the Reaffirmation of Property Manager’s Consent and Subordination Agreement referred to in Section 1(a)(v) above. Neither the executionSuch reaffirmation is a “Loan Document” and all references herein, delivery, performance or effectiveness of this Amendment nor the modification of in the Credit Agreement effected pursuant hereto: (i) impairs and in the validity, effectiveness or priority of Loan Documents to the Liens granted pursuant “Property Manager’s Consent” shall be deemed to any Loan Document, and include such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liensreaffirmation.

Reaffirmation. Each Loan By executing and delivering a counterpart hereof, (i) each Credit Party hereto expressly acknowledges the terms of this Amendment and reaffirmshereby agrees that, as of the date hereof and on the Fifth Amendment Effective DateDate and after giving effect to this Fifth Amendment, that its guarantee all Obligations of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) 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 Fifth Amendment, as of the Fifth Amendment Effective Date and after giving effect to this Fifth Amendment, the Security Documents continue to be in full force and effect, (B) agrees as of the Fifth Amendment Effective Date that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, continues to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Fifth Amendment) and (C) as of the Fifth 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 Fifth Amendment), in each case after giving effect to this Fifth 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 Fifth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and extends to the obligations of the Loan Parties secure, such Obligations under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (ias modified hereby) impairs and the validityother Credit Documents, effectiveness in each case after giving effect to this Fifth Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Fifth Amendment or priority any other Credit Document shall be deemed to require the consent of the Liens granted pursuant such Guarantor to any Loan Document, and such Liens continue unimpaired with future amendment to the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensCredit Agreement.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment No. 1 Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on and security interest in the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Collateral Document to which it is a party, in each case, continues remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit AgreementAgreement as amended by this Amendment) subject to any limitations set out in the Amended Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges Each Loan Party agrees that the terms 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 this Amendment principal and reaffirmsinterest on, as of and premium (if any) on, the date hereof 2019 Refinancing Term Loans under the Amended Credit Agreement and on that the Amendment Effective Date, that its guarantee of Obligations under the Guaranteed Obligations Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Collateral Agreement and the Holdings Guaranteeother Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensLiens or security interests.

Reaffirmation. (a) To induce the 2017 Incremental Revolving Lenders and the Administrative Agent to enter into this Amendment No. 3, each of the Loan 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 applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to the First Amendment, the Second Amendment and this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments 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. 3. (b) In furtherance of the foregoing Section 7(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. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Party hereto expressly acknowledges Guarantor hereby confirms that it consents to the terms of this Amendment No. 3 and reaffirmsthe Amended Credit Agreement and that the principal of, as of the date hereof interest and on premium (if any) on, and fees related to, the Amendment Effective Date, 2017 Incremental Revolving Commitments constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreementeach 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, (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. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and its grant (iii) acknowledges, agrees and warrants for the benefit of Liens on 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 7(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. 3 and the transactions contemplated hereby, including the extension of credit in the form of the 2017 Incremental Revolving Commitments hereunder. 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 defined in the Guaranty and Security Agreement) amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a partyparty 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. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder), 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 casecase pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, continues (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and 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 terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full force when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and effect and extends the incurrence of the 2017 Incremental Revolving Commitments hereunder), subject to the obligations terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Parties under Security Documents to which it is a party. (d) Gibraltar Holdings and each Guarantor (other than the Loan Documents Borrower) acknowledges and agrees that (including i) it is not required by the Amended Credit Agreement) subject to any limitations set out in terms of the Amended Credit Agreement and or any other Loan Document applicable to that consent to this Amendment No. 3 and (ii) nothing in the Credit Agreement, this Amendment No. 3 or any other Loan Party. Document shall be deemed to require the consent of Gibraltar Holdings expressly acknowledges or such Guarantor to any future amendment, consent or waiver of the terms of this Amendment the Credit Agreement. (e) As promptly as practical but in no event later than January 15, 2018, subject to extension by the Administrative Agent in its sole discretion, the Borrower and reaffirms, as applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the date hereof Collateral Trust Agreement. (f) As promptly as practical but in no event later than December 18, 2017, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and on the Amendment Effective Datedeliver a deed of confirmation, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant form and substance reasonably satisfactory to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAdministrative Agent.

Reaffirmation. (a) To induce the 2017 Refinancing Term Lenders and the Administrative Agent to enter into this Amendment No. 3, each of the Loan 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 applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 3 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. 3. (b) In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under any Guarantee 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 Guarantee and agrees that such Guarantee remains in full force and effect to the extent set forth in such Guarantee and after giving effect to this Amendment No. 3 and the incurrence of the 2017 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Party hereto expressly acknowledges Guarantor hereby confirms that it consents to the terms of this Amendment No. 3 and reaffirmsthe Credit Agreement and that the principal of, as the interest and premium (if any) on, and fees related to, the 2017 Refinancing Term Loans constitute “Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its Guarantee and each of the date hereof Loan Documents to which it is a party or otherwise bound shall continue in full force and on effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment Effective DateNo. 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, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Refinancing Term Loans) 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 guarantee obligations under the Loan Documents. (c) In furtherance of the Guarantied Obligations foregoing Section 8(a), each of the Loan Parties that is party to any Security Document, in its capacity as a Pledgor (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 Guaranty terms and conditions of this Amendment No. 3 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 AgreementAgreement and each other Loan Document (in each case, to the extent a party thereto) and its grant of Liens on the Collateral to secure the Secured Obligations (including all such Secured Obligations as defined in the Guaranty and Security Agreement) amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Refinancing Term Loans) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. 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 2017 Refinancing Term Loans as part of the Secured Obligations. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a partyparty 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. 3 and the incurrence of the 2017 Refinancing Term Loans), as the case may be, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Pledgor now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Pledgor’s right, title and interest in, to and under all Collateral, in each casecase whether now owned or existing or hereafter acquired or arising and wherever located, continues as collateral security for the prompt and complete payment and performance in full force when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and effect and extends the incurrence of the 2017 Refinancing Term Loans), subject to the obligations terms contained in the applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Parties under Security Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) such Guarantor is not required by the Loan Documents (including terms of the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and or any other Loan Document applicable to that consent to this Amendment No. 3 and (ii) nothing in the Credit Agreement, this Amendment No. 3 or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. (a) Each Loan Credit Party hereto expressly acknowledges hereby consents to the terms execution, delivery and performance of this Amendment Restatement Agreement and reaffirmsagrees that each reference to “the Loan and Guarantee Agreement,” “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan and Guarantee Agreement in the Loan Documents shall, as of on and after the date hereof and on the Amendment Restatement Effective Date, that be deemed to be a reference to the Loan and Guarantee Agreement, as amended and restated by this Restatement Agreement. (b) Each Credit Party hereto hereby reaffirms all of its guarantee of respective obligations and liabilities under the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a party, in each caseas such obligations and liabilities have been amended by this Restatement Agreement, continues and acknowledges and agrees that such obligations and liabilities remain in full force and effect effect. (c) Each Credit Party hereto hereby irrevocably and extends unconditionally ratifies each Loan Document to which it is a party (as such Loan Documents are amended to and including the date hereof) and ratifies and reaffirms such Credit Party’s guarantee and grant of liens and security interests under the Security Documents and confirms that the guarantees, liens and security interests granted thereunder continue to secure the Obligations, including, without limitation, any additional Obligations resulting from or incurred pursuant to the obligations Loan and Guarantee Agreement. (d) In furtherance of the Loan foregoing, each Credit Party hereby grants to the Collateral Agent for the benefit of the Secured Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out a security interest in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations Collateral (as defined in the Holdings GuaranteeSecurity Agreement) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all the Secured Obligations. THE BANK OF NEW YORK MELLON, whether heretofore or hereafter incurredas Administrative Agent By: Name: Title: Xxxx X. Xxxxxx Vice President THE BANK OF NEW YORK MELLON, as Collateral Agent By: Name: Xxxx X. Xxxxxx Vice President ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 36 SECTION 1.03 Accounting Terms; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.Changes in GAAP 36 SECTION 1.04 Rates 37 SECTION 1.05 Divisions 37

Reaffirmation. (a) Each Loan Credit Party hereto expressly acknowledges hereby consents to the terms execution, delivery and performance of this Amendment Restatement Agreement and reaffirmsagrees that each reference to “the Loan and Guarantee Agreement,” “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan and Guarantee Agreement in the Loan Documents shall, as of on and after the date hereof and on the Amendment Restatement Effective Date, that be deemed to be a reference to the Loan and Guarantee Agreement, as amended and restated by this Restatement Agreement. (b) Each Credit Party hereto hereby reaffirms all of its guarantee of respective obligations and liabilities under the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a party, in each caseas such obligations and liabilities have been amended by this Restatement Agreement, continues and acknowledges and agrees that such obligations and liabilities remain in full force and effect effect. (c) Each Credit Party hereto hereby irrevocably and extends unconditionally ratifies each Loan Document to which it is a party (as such Loan Documents are amended to and including the date hereof) and ratifies and reaffirms such Credit Party’s guarantee and grant of liens and security interests under the Security Documents and confirms that the guarantees, liens and security interests granted thereunder continue to secure the Obligations, including, without limitation, any additional Obligations resulting from or incurred pursuant to the obligations Loan and Guarantee Agreement. (d) In furtherance of the Loan foregoing, each Credit Party hereby grants to the Collateral Agent for the benefit of the Secured Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out a security interest in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations Collateral (as defined in the Holdings GuaranteeSecurity Agreement) pursuant to secure the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings GuaranteeSecured Obligations. Neither the execution, delivery, performance or effectiveness [Remainder of this Amendment nor the modification page intentionally left blank.] | SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 37 SECTION 1.03 Accounting Terms; Changes in GAAP 38 SECTION 1.04 Rates 38 SECTION 1.05 Divisions 38 SECTION 2.01 Commitments 39 SECTION 2.02 Loans and Borrowings 39 SECTION 2.03 Borrowing Requests 39 SECTION 2.04 [Reserved] 40 SECTION 2.05 [Reserved] 40 SECTION 2.06 Prepayments 40 SECTION 2.07 Reduction and Termination of the Credit Agreement effected pursuant hereto: (i) impairs the validityCommitments 41 SECTION 2.08 Repayment of Loans 42 SECTION 2.09 Interest 42 SECTION 2.10 Benchmark Replacement Setting 42 SECTION 2.11 Evidence of Debt 44 SECTION 2.12 Payments Generally 44 SECTION 2.13 Sharing of Payments 45 SECTION 2.14 Compensation for Losses 45 SECTION 2.15 Increased Costs 46 SECTION 2.16 Taxes 47 SECTION 2.17 [Reserved] 50 SECTION 2.18 [Reserved] 50 SECTION 2.19 Mitigation Obligations; Replacement of Lenders 50 SECTION 3.01 Existence, effectiveness or priority Qualification and Power 51 SECTION 3.02 Authorization; No Contravention 52 SECTION 3.03 Governmental Authorization; Other Consents 52 SECTION 3.04 Execution and Delivery; Binding Effect 52 SECTION 3.05 Financial Statements; No Material Adverse Change 52 SECTION 3.06 Litigation 52 SECTION 3.07 Contractual Obligations; No Default 53 SECTION 3.08 Property 53 SECTION 3.09 Taxes 53 | SECTION 3.10 Disclosure 53 SECTION 3.11 Compliance with Laws 54 SECTION 3.12 ERISA Compliance 54 SECTION 3.13 Environmental Matters 55 SECTION 3.14 Investment Company Act 55 SECTION 3.15 Sanctions; Export Controls; Anti-Corruption; AML Laws 55 SECTION 3.16 Solvency 55 SECTION 3.17 Subsidiaries 55 SECTION 3.18 Senior Indebtedness 55 SECTION 3.19 Insurance Matters 56 SECTION 3.20 Labor Matters 56 SECTION 3.21 Insolvency Proceedings 56 SECTION 3.22 Margin Regulations 56 SECTION 3.23 Liens 56 SECTION 3.24 Perfected Security Interests 56 SECTION 3.25 US Citizenship 57 SECTION 3.26 Air Carrier Status 57 SECTION 3.27 Cybersecurity 57 SECTION 3.28 Loyalty Program Agreements 57 SECTION 4.01 Closing Date and Initial Borrowing 57 SECTION 4.02 Each Borrowing 60 SECTION 5.01 Financial Statements 61 SECTION 5.02 SECTION 5.02 Certificates; Other Information 62 SECTION 5.03 SECTION 5.03 Notices 64 SECTION 5.04 SECTION 5.04 Preservation of the Liens granted pursuant to any Loan DocumentExistence, Etc. 64 SECTION 5.05 SECTION 5.05 Maintenance of Properties 64 SECTION 5.06 SECTION 5.06 Maintenance of Insurance 65 SECTION 5.07 SECTION 5.07 Payment of Obligations 65 SECTION 5.08 SECTION 5.08 Compliance with Laws 65 SECTION 5.09 SECTION 5.09 Environmental Matters 65 SECTION 5.02 SECTION 5.10 Books and such Liens continue unimpaired with the same priority to secure repayment Records 65 SECTION 5.11 SECTION 5.11 Inspection Rights 65 SECTION 5.12 SECTION 5.12 Sanctions; Export Controls; Anti-Corruption Laws and AML Laws 66 SECTION 5.13 SECTION 5.13 Guarantors; Additional Collateral 66 SECTION 5.14 SECTION 5.14 Post-Closing Matters 67 SECTION 5.15 SECTION 5.15 Further Assurances 67 SECTION 5.16 SECTION 5.16 Delivery of all Secured Obligations, whether heretofore or hereafter incurredAppraisals 68 SECTION 5.17 SECTION 5.17 Ratings 68 SECTION 5.18 SECTION 5.18 Regulatory Matters 68 SECTION 5.19 SECTION 5.19 Loyalty Programs; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens.Loyalty Program Agreements 68 SECTION 5.20 SECTION 5.20 Collections; Accounts; Payments 69 |

Reaffirmation. Each Loan Party (as defined in the Existing Credit Agreement) party hereto (other than, for the avoidance of doubt, the Parent and Holdings) and the New Parent expressly acknowledges the terms of this Amendment Fifth Amendment, Accession and Fee Agreement and reaffirms, as of the date hereof and on the Fifth Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in under the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (or the Secured Obligations, as defined in the Guaranty and Security AgreementCollateral Documents) pursuant to each Security Collateral Document to which it is a party, in each case, continues is in full force and effect and extends to the obligations Obligations (and the Secured Obligations) of the such Loan Parties and New Parent under the Loan Documents (including the Amended Credit Agreement) Documents, subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan PartyParty and New Parent. Holdings expressly acknowledges the terms None of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment Fifth Amendment, Accession and Fee Agreement nor the modification of the Existing Credit Agreement Agreement, in each case effected pursuant hereto: hereto (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, Document and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) is intended to or will create a registerable Lien or requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. Each Loan Party (as defined in the Existing Credit Agreement) party hereto (other than, for the avoidance of doubt, the Parent and Holdings) and New Parent, in respect of the Collateral Documents to which it is a party, confirms that at the time of the execution and delivery of such Collateral Documents, it was expressly agreed that the Liens created thereunder were intended to secure the Obligations, as amended, modified, novated, supplemented or restated from time to time. The security under the Collateral Documents as security for the Obligations as amended by this Fifth Amendment, Accession and Fee Agreement is thus hereby confirmed and ratified.

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) To induce the terms of 2020 Incremental Lender and Administrative Agent to enter into this Amendment and reaffirmsThird Amendment, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (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, 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 7(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 Third Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Third Amendment and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2020 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 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 extends 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 obligations Loan Documents. (c) In furtherance of the foregoing Section 7(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 Third Amendment and the transactions contemplated hereby, including the extension of credit in the form of the 2020 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. 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 2020 Incremental Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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) confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including the Amended Credit Agreement) all such Obligations as amended, reaffirmed and/or increased pursuant to this Third Amendment), subject to any limitations set out the terms contained in the Amended applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Guarantor is not required by the terms of the Term Credit Agreement and or any other Loan Document applicable to that consent to this Third Amendment and (ii) nothing in the Term Credit Agreement, this Third Amendment or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Term Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. (a) To induce the 2018 Refinancing Term Lenders and the Administrative Agent to enter into this Amendment No. 4, each of the Loan 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 applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to the First Amendment, the Second Amendment, the Third Amendment and this Amendment No. 4 and the incurrence of the 2018 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. 4. (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. 4 and the incurrence of the 2018 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Party hereto expressly acknowledges Guarantor hereby confirms that it consents to the terms of this Amendment No. 4 and reaffirmsthe Amended Credit Agreement and that the principal of, as of the date hereof interest and on premium (if any) on, and fees related to, the Amendment Effective Date, 2018 Refinancing Term Loans constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreementeach 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. 4, (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. 4 and the incurrence of the 2018 Refinancing Term Loans) and its grant (iii) acknowledges, agrees and warrants for the benefit of Liens on 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. 4 and the transactions contemplated hereby, including the extension of credit in the form of the 2018 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 defined in the Guaranty and Security Agreement) amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a partyparty 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. 4 and the incurrence of the 2018 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 casecase pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, continues (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and 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 terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full force when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and effect and extends the incurrence of the 2018 Refinancing Term Loans), subject to the obligations terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Parties under Security Documents to which it is a party. (d) Gibraltar Holdings and each Guarantor (other than the Loan Documents Borrower) acknowledges and agrees that (including i) it is not required by the Amended Credit Agreement) subject to any limitations set out in terms of the Amended Credit Agreement and or any other Loan Document applicable to that consent to this Amendment No. 4 and (ii) nothing in the Credit Agreement, this Amendment No. 4 or any other Loan Party. Document shall be deemed to require the consent of Gibraltar Holdings expressly acknowledges or such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, the Credit Agreement. (e) As promptly as of the date hereof and on practical but in no event later than 90 days after the Amendment No. 4 Effective Date, that subject to extension by the Administrative Agent in its guarantee sole discretion, the Borrower and applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the Guaranteed Obligations Collateral Trust Agreement. (f) As promptly as defined practical but in no event later than 90 days after the Amendment No. 4 Effective Date, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings Guarantee) pursuant shall execute and deliver a deed of confirmation, in form and substance reasonably satisfactory to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAdministrative Agent.

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) To induce the terms of Lenders and the Administrative Agent to enter into this Amendment and reaffirmsNo. 1, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each casecase as amended, continues restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 1) (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 extends 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 6(a), each Guarantor, in its capacity as a Guarantor under the Guaranty (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of the Guaranty and agrees that the Guaranty remains in full force and effect to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations extent set out forth in the Amended Credit Agreement Guaranty and any other after giving effect to this Amendment No. 1, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Document applicable Guarantor hereby confirms that it consents to that Loan Party. Holdings expressly acknowledges the terms of this Amendment No. 1 and reaffirms, as of the date hereof Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges and on the Amendment Effective Date, agrees that its guarantee of the Guaranteed Obligations (as defined in and each of the Holdings Guarantee) pursuant Loan Documents to the Holdings Guarantee continues which it is a party or otherwise bound shall continue in full force and effect and extends to that all of its obligations thereunder shall not be impaired or limited by the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance 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 reaffirmed pursuant to this Amendment No. 1) 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 modification 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. 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 reaffirmed pursuant to this Amendment No. 1) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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 and reaffirmed pursuant to this Amendment No. 1), 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) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended and reaffirmed pursuant to this Amendment No. 1), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor (other than the Borrower) acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant any other Loan Document to any Loan Document, consent to this Amendment No. 1 and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Credit Agreement, this Amendment No. 1 or any new filings other Loan Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. (a) Each Loan Reaffirming Party hereto expressly acknowledges (i) agrees that, notwithstanding the terms effectiveness of this Amendment and reaffirms, as No. 9 or the consummation of the transactions contemplated thereby, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and on effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations having arisen or arising as a result of Amendment Effective DateNo. 9, that which continue to be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (b) Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 9 and the transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness of Amendment No. 9, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iii) confirms its guarantee of the Guarantied Bank Obligations (with respect to itself) as defined provided in the Guaranty Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and Security (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and its grant effect in respect of Liens on the Collateral Bank Obligations under the Credit Agreement and the other Loan Documents, including any additional Bank Obligations having arisen or arising as a result of Amendment No. 9. (c) Each of the Reaffirming Parties hereby confirms and agrees that, with respect to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each any Reaffirmed Security Document to which it is a party, all additional Bank Obligations having arisen or arising as a result of Amendment No. 9 constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in each caseSchedule B (subject to certain exceptions in respect of the documentation listed in Schedule B that is governed by the laws of Quebec and Germany). (d) Each of the Reaffirming Parties hereby agrees that the Parallel Debt, continues if any, of such Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and extends shall accrue to the obligations benefit of each Collateral Agent (for the benefit of the Loan Secured Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings GuaranteeFirst Lien Intercreditor Agreement)) pursuant and shall continue to apply, as applicable, in relation to all Obligations following the Holdings Guarantee continues in full force effectiveness of Amendment No. 9 and effect and extends to the obligations consummation of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Lienstransactions contemplated thereby.

Reaffirmation. Each Loan Party hereto expressly (i) Holdings, as a Guarantor under the Guaranty, hereby (a) acknowledges that it has reviewed the terms and provisions of this Amendment Agreement and reaffirmsconsents to the amendments and modifications effected hereby and (b) agrees and confirms, as both before and after giving effect to the amendment and restatement of the date hereof and on the Amendment Effective DateExisting Credit Agreement pursuant to this Agreement, that it is a party to and is bound by the Guaranty as a guarantor thereunder by virtue of its guarantee of the Guarantied Obligations (as defined having been an original signatory thereto and that its guaranty provided for in the Guaranty is hereby reaffirmed, remains in full force and Security effect, after giving effect to this Agreement) , and its grant of Liens on constitutes a continuing guaranty to the Collateral to secure Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, for the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (with the same effect as defined in the if all terms of such guaranty were set forth herein. The Guaranty is and Security Agreement) pursuant shall continue to each Security Document to which it is a party, in each case, continues be in full force and effect and extends is hereby in all respects ratified and confirmed. (ii) Each of Holdings and each Borrower, each as a Grantor under the Pledge and Security Agreement, hereby (a) acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the obligations amendments and modifications effected hereby and (b) agrees and confirms, both before and after giving effect to the amendment and restatement of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Existing Credit Agreement and any other Loan Document applicable pursuant to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective DateAgreement, that it is a party to and is bound by the Pledge and Security Agreement as a grantor of collateral thereunder by virtue of its guarantee of having been an original signatory thereto. The Pledge and Security Agreement and the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant other Collateral Documents are and shall continue to the Holdings Guarantee continues be in full force and effect and extends are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Pledge and Security Agreement and all of the Collateral (as defined in the Pledge and Security Agreement) do and shall continue to secure the payment of all Obligations under and as defined therein. Each of Holdings and each Borrower, each as a Grantor under the Pledge and Security Agreement, hereby (x) reaffirms its grant of, and hereby grants, a security interest in such Collateral to the obligations Collateral Agent, for the ratable benefit of the Loan Parties 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 all the Obligations under the Amended Credit Agreement subject to any limitations set out and as defined in the Amended Credit Pledge and Security Agreement with the same effect as if all terms of such grant contained in the Pledge and the Holdings Guarantee. Neither the executionSecurity Agreement were set forth herein, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (iy) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Documentapplicable law, authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Liens continue unimpaired with Grantor in such form and in such offices as the same priority Collateral Agent determines appropriate to secure repayment perfect the security interests of the Collateral Agent and the other Secured Parties and authorizes the Collateral Agent to use the collateral description “all Secured Obligationspersonal property, whether heretofore now owned or hereafter incurred; acquired” or any other similar collateral description in any such financing statements and (iiz) requires that ratifies and authorizes the filing by the Collateral Agent of any new filings be financing statement with respect to the Collateral made or other action be taken prior to perfect or to maintain the perfection of such Liens.date hereof..

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, Loan Parties hereby agrees that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant with respect to each Security Loan Document to which it is a party, after giving effect to this Amendment and the transactions contemplated hereunder, all of its obligations, liabilities and indebtedness under such Loan Document, including guarantee obligations, are hereby confirmed and reaffirmed and shall, except as expressly set forth herein, remain unmodified and in full force and effect on a continuous basis. The Credit Agreement (as amended hereby) and each case, continues other Loan Document shall continue to be in full force and effect and extends are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, each Borrower and each Guarantor (collectively, the “Grantors” and each a “Grantor”) reaffirms its obligations as a grantor under the Security Agreement, including without limitation the grant pursuant to Section 1 of the Security Agreement of a security interest to the obligations Administrative Agent for the benefit of the Loan Secured Parties under in (and the Loan Documents collateral assignment to the Administrative Agent for the benefit of the Secured Parties of) the property and property rights constituting Collateral (including as defined in Section 1 of the Amended Credit Security Agreement) subject of such Grantor or in which such Grantor has or may have or acquire an interest or the power to any limitations set out in the Amended Credit Agreement transfer rights therein, whether now owned or existing or hereafter created, acquired or arising and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirmswheresoever located, as security for the payment and performance of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed such Grantor’s respective Secured Obligations (as defined in the Holdings Guarantee) pursuant Security Agreement), Without limiting the generality of the foregoing, as collateral security for the payment, performance and satisfaction of such Grantor’s respective Secured Obligations (as defined in the Security Agreement as in effect on the date hereof), each Grantor hereby grants to the Holdings Guarantee continues Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in full force (and effect and extends collaterally assigns to the obligations Administrative Agent, for the benefit of the Loan Parties under the Amended Credit Agreement subject to any limitations set out Secured Parties) all Collateral (as defined in the Amended Credit Security Agreement and as in effect on the Holdings Guarantee. Neither date hereof) of such Grantor or in which such Grantor has or may have or acquire an interest or the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant power to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligationstransfer rights therein, whether heretofore now owned or existing or hereafter incurred; created, acquired or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liensarising and wheresoever located.

Reaffirmation. Each (a) To induce the 2018 Refinancing Term Lenders, the 2018 Upsize Term Lender, the Revolving Lenders and the Administrative Agent to enter into this Amendment No. 4, each of the Loan 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 applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans) (collectively, the “Reaffirmed Documents”). The Borrower and each Loan Party hereto expressly 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. 4. (b) In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under any Guarantee 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 Guarantee and agrees that such Guarantee remains in full force and effect to the extent set forth in such Guarantee and after giving effect to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize 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. 4 and reaffirmsthe Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans constitute “Obligations” under the Loan Documents (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the date hereof 2018 Refinancing Term Loans and on the 2018 Upsize Term Loans). Each Reaffirming Loan Guarantor hereby (i) 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 not be impaired or limited by the execution or effectiveness of this Amendment Effective DateNo. 4, (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, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans) 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 guarantee obligations under the Loan Documents. (c) In furtherance of the Guarantied Obligations foregoing Section 8(a), each of the Loan Parties that is party to any Security Document, in its capacity as a Pledgor (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 Guaranty terms and conditions of this Amendment No. 4 and the transactions contemplated hereby, including the extension of credit in the form of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security AgreementAgreement and each other Loan Document (in each case, to the extent a party thereto) and its grant of Liens on the Collateral to secure the Secured Obligations (including all such Secured Obligations as defined in the Guaranty and Security Agreement) amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. 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 2018 Refinancing Term Loans and the 2018 Upsize Term Loans as part of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans). Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a partyparty 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. 4 and the incurrence of the 2018 Refinancing Term Loans and the 2018 Upsize Term Loans), as the case may be, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Pledgor now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Pledgor’s right, title and interest in, to and under all Collateral, in each casecase whether now owned or existing or hereafter acquired or arising and wherever located, continues as collateral security for the prompt and complete payment and performance in full force when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and effect the incurrence of the 2018 Refinancing Term Loans and extends the 2018 Upsize Term Loans), subject to the obligations terms contained in the applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Parties under Security Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) such Guarantor is not required by the Loan Documents (including terms of the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and or any other Loan Document applicable to that consent to this Amendment No. 4 and (ii) nothing in the Credit Agreement, this Amendment No. 4 or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment No. 4 Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on and security interest in the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Collateral Document to which it is a party, in each case, continues remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit AgreementAgreement as amended by this Amendment) subject to any limitations set out in the Amended Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges Each Loan Party agrees that the terms 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 this Amendment principal and reaffirmsinterest on, as of and premium (if any) on, the date hereof applicable Loans under the Amended Credit Agreement and on that the Amendment Effective Date, that its guarantee of Obligations under the Guaranteed Obligations Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Collateral Agreement and the Holdings Guaranteeother Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensLiens or security interests.

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) To induce the terms of Lenders and the Administrative Agent to enter into this Amendment and reaffirmsNo. 1, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each casecase as amended, continues restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 1) (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 extends 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 6(a), each Guarantor, in its capacity as a Guarantor under the Guaranty (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of the Guaranty and agrees that the Guaranty remains in full force and effect to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations extent set out forth in the Amended Credit Agreement Guaranty and any other after giving effect to this Amendment No. 1, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Document applicable Guarantor hereby confirms that it consents to that Loan Party. Holdings expressly acknowledges the terms of this Amendment No. 1 and reaffirms, as of the date hereof Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges and on the Amendment Effective Date, agrees that its guarantee of the Guaranteed Obligations (as defined in and each of the Holdings Guarantee) pursuant Loan Documents to the Holdings Guarantee continues which it is a party or otherwise bound shall continue in full force and effect and extends to that all of its obligations thereunder shall not be impaired or limited by the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance 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 reaffirmed pursuant to this Amendment No. 1) 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 modification 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. 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 reaffirmed pursuant to this Amendment No. 1) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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 and reaffirmed pursuant to this Amendment No. 1), 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) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended and reaffirmed pursuant to this Amendment No. 1), subject to the terms contained in the applicable Loan Documents (including as amended pursuant to this Amendment No. 1) , and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor (other than the Borrower) acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant any other Loan Document to any Loan Document, consent to this Amendment No. 1 and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Credit Agreement, this Amendment No. 1 or any new filings other Loan Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each Loan Party (a) To induce the parties hereto expressly acknowledges the terms of to enter into this Amendment and reaffirmsSecond Amendment, as each of the date hereof Credit Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Credit Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof. Each Borrower acknowledges and agrees that each of the Credit 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 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 to the extent set forth in such Guaranty and after giving effect to this Second Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Second Amendment and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that 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, without limitation, 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 continue in full force and effect and extends to that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the obligations execution or effectiveness of this Second Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral 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 Parties Guarantor to avoid or delay timely performance of its obligations under the Loan Documents Credit Documents. (including c) In furtherance of the Amended foregoing Section 8(a), each of the Credit Agreement) subject Parties that is party to any limitations set out Collateral Document, in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, its capacity as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations a Grantor (as defined in the Holdings Guaranteesuch Collateral Document) pursuant under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the Holdings Guarantee continues 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 Pledge and Security Agreement and each other Credit 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 effect. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and extends 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) confirms its respective grant to the Loan Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the Amended Credit Agreement prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Second Amendment), subject to any limitations set out the terms contained in the Amended applicable Credit Agreement Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Holdings Guarantee. Neither terms of each of the executionCollateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, delivery, performance or effectiveness of this Amendment nor such Guarantor is not required by the modification terms of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant any other Credit Document to any Loan Document, consent to this Second Amendment and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Credit Agreement, this Second Amendment or any new filings other Credit Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. (a) Each Security Reaffirming Party (i) agrees that, notwithstanding the effectiveness of the Incremental Assumption Agreement or consummation of the 2016 Incremental Term Loan Party Transactions, each of the Security Documents (as each may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto expressly to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the terms First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations arising as a result of this Amendment and reaffirmsthe 2016 Incremental Term Loan Transactions, which shall, as of the date hereof hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (a) Each Reaffirming Party hereby (i) ratifies and on affirms the Amendment Effective DateIncremental Assumption Agreement and the 2016 Incremental Term Loan Transactions, that (ii) agrees that, notwithstanding the effectiveness of the Incremental Assumption Agreement, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iii) confirms its guarantee of the Guarantied Bank Obligations (with respect to itself) as defined provided in the Guaranty Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and Security (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and its grant effect in respect of Liens on the Collateral Bank Obligations under the Credit Agreement and the other Loan Documents, including any additional Bank Obligations arising as a result of the 2016 Incremental Term Loan Transactions. (b) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each any Reaffirmed Security Document to which it is a party, all additional Bank Obligations arising as a result of the 2016 Incremental Term Loan Transactions constitute “Obligations”, “Secured Liabilities” and words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in each caseSchedule B. (c) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, continues if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and extends shall accrue to the obligations benefit of each Collateral Agent (for the benefit of the Loan Secured Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings GuaranteeFirst Lien Intercreditor Agreement)) pursuant and shall continue to apply, as applicable, in relation to all Obligations following the Holdings Guarantee continues in full force and effect and extends to the obligations effectiveness of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Incremental Assumption Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification consummation of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any 2016 Incremental Term Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensTransactions.

Reaffirmation. Each Loan By signing this Amendment and Restatement, each Credit Party hereto expressly acknowledges hereby confirms that (a) notwithstanding the terms effectiveness of this Amendment and reaffirmsRestatement and the transactions contemplated hereby, as the obligations of such Credit Parties under the date hereof Amended and on Restated Credit Agreement (including with respect to the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Guaranty Term B-3 Loans and Security 2023 Revolving Loans contemplated by this Agreement) and its grant the other Credit Documents (i) are entitled to the benefits of Liens on the Collateral to secure guarantees and the Secured Obligations (as defined security interests set forth or created in the Guaranty Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iv) each Credit Document to which such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (in the case of the Existing Credit Agreement, as amended hereby) and (b) each Converting Term B-3 Loan Consenting Lender, Revolving Lender and Additional Term B-3 Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended and Restated Credit Agreement) for all purposes of the Amended and Restated Credit Agreement and the other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to each Security any Credit Document to which it is a party, in each case, continues party remain in full force and effect effect, are not released or reduced, and extends continue to the obligations secure full payment and performance of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, Obligations as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liensincreased hereby.

Reaffirmation. Each Loan Party hereto expressly acknowledges (a) To induce the terms of 2019 Incremental Lender and Administrative Agent to enter into this Amendment and reaffirmsFirst Amendment, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (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, 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 First Amendment. (b) In furtherance of the foregoing Section 7(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 First Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this First Amendment and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2019 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 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 extends 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 First 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 obligations Loan Documents. (c) In furtherance of the foregoing Section 7(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 First Amendment and the transactions contemplated hereby, including the extension of credit in the form of the 2019 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. 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 2019 Incremental Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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) confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including the Amended Credit Agreement) all such Obligations as amended, reaffirmed and/or increased pursuant to this First Amendment), subject to any limitations set out the terms contained in the Amended applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor is not required by the terms of the Term Credit Agreement and or any other Loan Document applicable to that consent to this First Amendment and (ii) nothing in the Term Credit Agreement, this First Amendment or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Term Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.

Reaffirmation. (a) Each Security Reaffirming Party (i) agrees that, notwithstanding the effectiveness of the Incremental Assumption Agreement or consummation of the 2017 Incremental Term Loan Party Transactions, each of the Security Documents (as each may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto expressly to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the terms First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations arising as a result of this Amendment and reaffirmsthe 2017 Incremental Term Loan Transactions, which shall, as of the date hereof hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (a) Each Reaffirming Party hereby (i) ratifies and on affirms the Amendment Effective DateIncremental Assumption Agreement and the 2017 Incremental Term Loan Transactions, that (ii) agrees that, notwithstanding the effectiveness of the Incremental Assumption Agreement, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iii) confirms its guarantee of the Guarantied Bank Obligations (with respect to itself) as defined provided in the Guaranty Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and Security (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, including Schedule 10.03 of the Credit Agreement mutatis mutandis and in any Guarantor Joinder to the Credit Agreement) continues in full force and its grant effect in respect of Liens on the Collateral Bank Obligations under the Credit Agreement and the other Loan Documents, including any additional Bank Obligations arising as a result of the 2017 Incremental Term Loan Transactions. (b) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each any Reaffirmed Security Document to which it is a party, all additional Bank Obligations arising as a result of the 2017 Incremental Term Loan Transactions constitute “Obligations”, “Secured Liabilities” and words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in each caseSchedule B. (c) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, continues if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and extends shall accrue to the obligations benefit of each Collateral Agent (for the benefit of the Loan Secured Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings GuaranteeFirst Lien Intercreditor Agreement)) pursuant and shall continue to apply, as applicable, in relation to all Obligations following the Holdings Guarantee continues in full force and effect and extends to the obligations effectiveness of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Incremental Assumption Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification consummation of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any 2017 Incremental Term Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensTransactions.

Reaffirmation. Each Loan Party (a) To induce the parties hereto expressly acknowledges the terms of to enter into this Amendment and reaffirmsThird Amendment, as each of the date hereof Credit Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Credit Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof. Each Borrower acknowledges and agrees that each of the Credit 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 (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) 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 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 to the extent set forth in such Guaranty and after giving effect to this Third Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Third Amendment and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that 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, without limitation, 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 continue in full force and effect and extends that all of its obligations thereunder shall be valid and enforceable (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and shall not be impaired or limited by the obligations execution or effectiveness of this Third Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the 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 Parties Guarantor to avoid or delay timely performance of its obligations under the Loan Documents Credit Documents. (including c) In furtherance of the Amended foregoing Section 8(a), each of the Credit Agreement) subject Parties that is party to any limitations set out Collateral Document, in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, its capacity as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations a Grantor (as defined in the Holdings Guaranteesuch Collateral Document) pursuant under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the Holdings Guarantee continues 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 Credit 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 effect. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and extends 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) confirms its respective grant to the Loan Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the Amended Credit Agreement prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Third Amendment), subject to any limitations set out NAI-1537228097v3 the terms contained in the Amended applicable Credit Agreement Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Holdings Guarantee. Neither terms of each of the executionCollateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, delivery, performance or effectiveness of this Amendment nor such Guarantor is not required by the modification terms of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant any other Credit Document to any Loan Document, consent to this Third Amendment and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Credit Agreement, this Third Amendment or any new filings other Credit Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each Loan Party (a) To induce the Lenders party hereto expressly acknowledges the terms of and Administrative Agent to enter into this Amendment and reaffirmsFirst Amendment, as each of the date hereof Credit Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Credit Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (collectively, the “Reaffirmed Documents”). Each Borrower acknowledges and agrees that each of the Credit 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 First 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 to the extent set forth in such Guaranty and after giving effect to this First Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this First Amendment and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that 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, without limitation, 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 continue in full force and effect and extends to that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the obligations execution or effectiveness of this First Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral 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 Parties Guarantor to avoid or delay timely performance of its obligations under the Loan Documents Credit Documents. (including c) In furtherance of the Amended foregoing Section 6(a), each of the Credit Agreement) subject Parties that is party to any limitations set out Collateral Document, in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, its capacity as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations a Grantor (as defined in the Holdings Guaranteesuch Collateral Document) pursuant under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the Holdings Guarantee continues terms and conditions of this First 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 Credit 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 effect. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and extends 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) confirms its respective grant to the Loan Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the Amended Credit Agreement prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this First Amendment), subject to any limitations set out the terms contained in the Amended applicable Credit Agreement Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Holdings Guarantee. Neither terms of each of the executionCollateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, delivery, performance or effectiveness of this Amendment nor such Guarantor is not required by the modification terms of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant any other Credit Document to any Loan Document, consent to this First Amendment and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Credit Agreement, this First Amendment or any new filings other Credit Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensGuarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. Each Loan Party hereto expressly acknowledges In connection with the terms execution and delivery of this the Amendment Agreement by the Borrowers and reaffirmsthe Lenders signatory thereto and the amendment and restatement of the Existing Credit Agreement effected thereby, each Pledgor in its capacity as a “Guarantor” under the Existing Credit Agreement or as a “Pledgor” under the Security Agreement and/or as a party to any other Existing Security Document, as the case may be, acknowledges and, to the extent required, consents to the Amendment Agreement and the amendment and restatement of the date hereof Existing Credit Agreement effected thereby and on agrees to be bound to all of the terms, covenants, conditions and obligations set forth in the Restated Credit Agreement to the same extent that it would have been bound if it had been a direct signatory to the Amendment Effective Date, Agreement. Each Pledgor that its guarantee of the Guarantied Obligations (is a Guarantor under and as defined in the Guaranty Existing Credit Agreement ratifies and Security reaffirms all of its guarantee obligations under Article VII of the Existing Credit Agreement) , as amended by the Amendment Agreement. Each Pledgor ratifies and reaffirms all of its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty payment and Security Agreement) pursuant to performance obligations, contingent or otherwise, under each Existing Security Document to which it is a partyparty as deemed amended pursuant to Section 2 of this Omnibus Reaffirmation Agreement. To the extent such Pledgor granted liens on or security interests in any of its properties pursuant to any such Existing Security Documents as security for the Obligations and/or the Guaranteed Obligations, as the case may be, (each as defined in the Existing Credit Agreement) under or with respect to the Existing Credit Agreement, each casehereby ratifies and reaffirms such grant of security and confirms and agrees that such liens and security interests hereafter secure all of the Obligations and/or the Guaranteed Obligations, continues as the case may be, under and as defined in the Restated Credit Agreement. In each case each reference in such Existing Security Documents to the obligations secured thereby shall be construed to hereafter mean and refer to the Obligations and/or the Guaranteed Obligations, as the case may be, under the Restated Credit Agreement. Each Pledgor hereto acknowledges receipt of a copy of the Restated Credit Agreement and acknowledges that each of the Existing Security Documents to which such Pledgor is a party remains in full force and effect and extends to the obligations as hereby modified, ratified and confirmed. The execution of this Omnibus Reaffirmation Agreement shall not operate as a waiver of any right, power or remedy of the Loan Parties Administrative Agents, the Collateral Agents or any Lender, nor constitute a waiver of any provision of any of the Existing Security Documents nor constitute a novation of any of the Obligations or Guaranteed Obligations under the Loan Documents (including the Amended Existing Credit Agreement) subject to any limitations set out in , the Amended Restated Credit Agreement and any other Loan Document applicable or the Existing Security Documents as amended pursuant to that Loan Party. Holdings expressly acknowledges the terms Section 2 of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensOmnibus Reaffirmation Agreement.

Reaffirmation. Each Loan Party hereto Subject to any limitations on its obligations expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (as defined stated in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document Loan Documents to which it is a party, in the Borrower, Holdings and each case, continues in full force and effect and extends to the obligations of the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment No. 2 Effective Date, (i) acknowledges and agrees that all of its guarantee obligations (including, for the avoidance of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant doubt, obligations with respect to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties 2024 Incremental Revolving Commitments) under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither other the executionLoan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis as and to the extent provided in the Loan Documents, delivery(ii) reaffirms each Lien granted by each Loan Party to the Administrative Agent for the benefit of the Secured Parties and reaffirms the Guarantees made pursuant to the Guaranty Agreement as and to the extent provided in the Loan Documents (in each case, performance or effectiveness including, for the avoidance of doubt, with respect to the 2024 Incremental Revolving Commitments) and (iii) acknowledges and agrees that the grants of Liens by and the Guarantees of the Loan Parties contained in the Guaranty Agreement and the Security Documents (in each case, including, for the avoidance of doubt, with respect to the 2024 Incremental Revolving Commitments) are, and shall remain, in full force and effect after giving effect to this Amendment nor as and to the modification extent provided in the Loan 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 Loan Documents, which shall remain in full force and effect, except to any extent modified hereby. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Loan Party is not required by the terms of the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document (in each case, including, for the avoidance of doubt, Liens and Guarantees with respect to the 2024 Incremental Revolving Commitments) to consent to the amendment to the Existing Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, this Amendment and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Amendment or any new filings Loan Document shall be made or other action be taken deemed to perfect or to maintain require the perfection consent of such LiensLoan Party to any future amendments to the Amended Credit Agreement.

Reaffirmation. Each (a) To induce the 2020 Replacement Term Loan Party hereto expressly acknowledges the terms of Lenders and Administrative Agent to enter into this Amendment and reaffirmsSecond Amendment, as each of the date hereof Loan Parties hereby acknowledges and on the Amendment Effective Date, that reaffirms its guarantee of the Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to obligations under each Security Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, continues as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (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, 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 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 Second Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Second Amendment and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2020 Replacement Term 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 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 extends 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 obligations 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 Second Amendment and the transactions contemplated hereby, including the extension of credit in the form of the 2020 Replacement Term 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. 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 2020 Replacement Term Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party 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) confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including the Amended Credit Agreement) all such Obligations as amended, reaffirmed and/or increased pursuant to this Second Amendment), subject to any limitations set out the terms contained in the Amended applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor is not required by the terms of the Term Credit Agreement and or any other Loan Document applicable to that consent to this Second Amendment and (ii) nothing in the Term Credit Agreement, this Second Amendment or any other Loan Party. Holdings expressly acknowledges Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of this Amendment and reaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Term Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such LiensAgreement.