Common use of Reference to and Effect Upon the Credit Agreement Clause in Contracts

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of this Amendment, all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and the term “Loan Documents” shall include, without limitation, this Amendment.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth herein, all All terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan DocumentsAgreement, and all rights of Agents and Lenders and all of the ObligationsForbearing Lenders, shall shall, subject to the Forbearance, remain in full force and effect; provided that in the event of a conflict between the terms and provisions . Each of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Borrowers hereby confirms that the Credit Agreement and the other Loan Documents are is in full force and effect and that neither such Loan Party nor Borrower has no right of setoff, recoupment or other offset or any of its Subsidiaries has any defensesdefense, setoffs, claims, claim or counterclaims counterclaim with respect to the Obligations under the Credit Agreement or any other Loan Documentsthe applicable Loans. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or nor constitute a novation of any other Loan Documentsof the Obligations under the Credit Agreement, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunderForbearing Lender, or (iii) constitute a course of dealing or other basis for altering any Obligations the Credit Agreement or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders Forbearing Lender reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstatedlaws. (c) Upon Each of the effectiveness of this Amendment, all references Credit Parties acknowledges and agrees that the Forbearing Lenders’ agreement to forbear from exercising their default-related rights and remedies with respect to the Credit Agreement Lender Specified Defaults during the Lender Forbearance Period does not in any Loan Document shall mean and be a reference manner whatsoever limit any Forbearing Lender’s right to insist upon strict compliance by such Borrower with the Credit Agreement, this Agreement or any other document during the Lender Forbearance Period, except as amended hereby, and the term “Loan Documents” shall include, without limitation, this Amendmentset forth herein.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinabove, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and the other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, Documents shall remain in full force and effect; provided that in effect and are hereby ratified and confirmed. (b) The amendments set forth herein are effective solely for the event purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of a conflict between the terms and provisions any other term or condition of the Credit Agreement or any other Loan Documents Document, (other than this Amendment), the terms and provisions of the Credit Agreement (ii) operate as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented a waiver or otherwise modified from time to time) shall control. Each Loan Party hereby confirms prejudice any right, power or remedy that the Credit Agreement and Administrative Agent or the other Loan Documents are Lenders may now have or may have in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, the future under or counterclaims to the Obligations under in connection with the Credit Agreement or any other Loan Documents. Document, (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (iiii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunderDocument, or (iiiiv) constitute a course waiver of dealing any Event of Default, Default or other basis for altering any Obligations event or any other contract condition that has resulted in or instrumentcould result in the occurrence of an Event of Default or Default. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of this Amendment, all references each reference in the Credit Agreement to "this Agreement", "herein", "hereof" and words of like import and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement in any Loan Document shall mean the Credit Agreement as amended hereby. This Amendment shall be construed in connection with and be a reference to as part of the Credit Agreement, as amended hereby. (c) Each of the Administrative Agent and the Lenders hereby expressly reserves its rights at any time to take any and all actions, and to exercise any and all remedies, authorized or permitted under the term “Credit Agreement or any other Loan Documents” Document, or available under applicable law or equity or otherwise. (d) This Amendment shall include, without limitation, this Amendmentbe a Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment and Waiver shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of this AmendmentAmendment and Waiver (and the occurrence of the Credit Agreement Amendment Date), all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and the term “Loan Documents” shall include, without limitation, this AmendmentAmendment and Waiver.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All Except as expressly set forth herein, all of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of this Amendment, all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and the term “Loan Documents” shall include, without limitation, this Amendment.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and the other Loan Documents, and all rights of Agents and Lenders the Lender and all of the Obligations, shall remain in full force and effect; provided . The Borrower hereby confirms that in no such party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the event of a conflict between the terms and provisions of Obligations, the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) create any obligation to make any further Loans or to defer any enforcement action after the occurrence of any Default or Event of Default, (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan DocumentsDocument, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents Document or any right, power or remedy of the Lender, (iv) constitute a consent to any Agent merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders Lender reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentEffective Time, (i) the term “Agreement” in the Credit Agreement and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, Agreement as amended or modified hereby, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentAmendment and any other agreement, instrument or other document executed and/or delivered in connection herewith that has been designated therein as a Loan Document. (d) This Amendment shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document. (e) This Amendment shall constitute a Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Credit Documents, and all rights of Agents Lenders and Lenders Agent and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . Each of the Company and the other Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms that the Credit Agreement and the no such party has any right of setoff, recoupment or other Loan Documents are in full force and effect and that neither such Loan Party nor offset with respect to any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsObligations. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly (i) create any obligation to make any further Loans or issue any Letters of Credit after the Second Forbearance Effective Date, (ii) create any obligation to make any further Loans or issue any Letters of Credit or to continue to defer any enforcement action after the occurrence of any Forbearance Default, (iii) constitute a consent or waiver of any past, present or future violations violations, including Defaults and Events of Default, of any provisions of the Credit Agreement or any other Loan Credit Documents, (iiiv) amend, modify modify, prejudice or operate as a waiver of any provision of the Credit Agreement or any other Loan Credit Documents or any right, remedy, power or remedy privilege of Lenders and/or Agent, (v) constitute a consent to any Agent merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiivi) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents Lender and Lenders Agent reserves all of its rights, powersremedies, powers and remedies privileges under the Credit Agreement, the other Loan Credit Documents, applicable law and/or applicable lawequity. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, Credit Documents are hereby reiterated, and if ever waived, are hereby reinstated. Notwithstanding any other provision in this Agreement, it is understood and agreed that during the Second Forbearance Period, notwithstanding the Company’s inability to make the statements required by Section 3.2 of the Credit Agreement (or in any Funding Notice or Request for Issuance required thereby), solely to the extent excused pursuant to the last sentence of Section 2(d) hereof, but subject to all other terms and conditions contained in the Credit Agreement and Section 2(d) hereof, any Issuing Bank may issue, renew, extend or replace Letters of Credit and the Company shall be permitted to request Revolving Loans (and Lenders agree to make such Revolving Loans), provided that the Revolving Credit Exposure is not increased or decreased after giving effect to such issuance, renewal, extension or replacement of any such Letter of Credit or the making of any such Revolving Loans. (c) Upon From and after the effectiveness of this AmendmentSecond Forbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Credit Document shall mean and be a reference to the Credit Agreement, as amended hereby, and (ii) the term “Loan DocumentsCredit Document” in the Credit Agreement and the other Credit Documents shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Credit Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically expressly set forth herein, all this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, Birch Grove or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, covenantsobligations, representations covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and warranties affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, shall remain Document in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement similar or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall controldifferent circumstances. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this This Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents apply to and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstatedDocuments specifically referred to herein. (cb) Upon On and after the effectiveness Tenth Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of this Amendment, all references like import referring to the Credit Agreement Agreement, and each reference in any the other Loan Document Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Amended Credit Agreement, as amended hereby, . (c) This Amendment shall be deemed a Loan Document for all purposes under the Amended Credit Agreement and the term “other Loan Documents” shall include, without limitation, this Amendment.

Reference to and Effect Upon the Credit Agreement. (a) From and after the Incremental Loan Funding Date and the making of the Incremental Term Loans, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document, shall mean the Credit Agreement as modified hereby, and (ii) this Incremental Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. (b) Each Loan Party hereby acknowledges that it has read this Incremental Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (i) notwithstanding the effectiveness of this Incremental Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (ii) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Collateral Documents, shall continue in full force and effect in respect of, and to secure, the Obligations (including, without limitation, in respect of the Incremental Term Loans) and shall accrue to the benefit of the Secured Parties (including the holders of Incremental Term Loans). Without limiting the foregoing, as security for the payment or performance, as the case may be, in full of the Obligations, each Loan Party hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all right, title and interest now owned or at any time hereafter acquired in the Collateral (as defined in each Collateral Document). (c) Except as specifically expressly set forth herein, all this Incremental Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the L/C Issuers, the Administrative Agent, the Collateral Agent or any other Secured Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, covenantsobligations, representations and warranties covenants or agreements contained in the Credit Agreement or any other Loan DocumentsDocument, and all rights of Agents and Lenders and all of the Obligations, which are ratified and affirmed in all respects and shall remain continue in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this This Incremental Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents apply and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, Documents specifically referred to herein. This Incremental Amendment shall not extinguish the time Obligations for the payment of money outstanding under the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon Loan Documents or discharge or release the effectiveness of this Amendment, all references to the Credit Agreement Liens granted in any Loan Collateral Document shall mean and be a reference to the Credit Agreement, as amended herebyor any security therefor or any guarantee thereof, and the term “Liens and security interests for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Loan Documents” Documents or instruments guaranteeing or securing the same, which shall includeremain in full force and effect, without limitation, this Amendmentexcept as modified hereby or by instruments executed concurrently herewith.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Amended Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Secured Parties and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . As of the Credit Agreement or any Twelfth Amendment Effective Date, the Borrower and the other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms confirm that the Amended Credit Agreement and the other Loan Documents are in full force and effect and that neither such the Borrower nor any other Loan Party nor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe Obligations, setoffs, claims, or counterclaims to the Obligations under the Amended Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as Documents nor constitute a waiver novation of any provision of the Obligations under the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iiiii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentTwelfth Amendment Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document Document, shall mean and be a reference to the Credit Agreement, as amended herebyby, among other things, this Amendment and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Amendmentthe Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Amendment shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents and the Lenders and all of the Obligations, shall remain in full force and effect; provided . Each of Borrower and the other Loan Parties hereby confirms that in no such party has any right of set-off, recoupment or other offset or any defense, claim or counterclaim with respect to any of the event of a conflict between the terms and provisions of Obligations, the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly (i) create any obligation to make any further Loans or to continue to defer any enforcement action after the occurrence of any Default or Forbearance Default, (ii) constitute a consent to or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of the Lenders, (iv) constitute a consent to any Agent merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves reserve all of its their rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, Documents are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentForbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Amended Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Secured Parties and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . As of the Credit Agreement or any Fourteenth Amendment Effective Date, the Borrower hereby confirms on behalf of itself and the other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms Parties that the Amended Credit Agreement and the other Loan Documents are in full force and effect and that neither such the Borrower nor any other Loan Party nor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe Obligations, setoffs, claims, or counterclaims to the Obligations under the Amended Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as Documents nor constitute a waiver novation of any provision of the Obligations under the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iiiii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentFourteenth Amendment Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document Document, shall mean and be a reference to the Credit Agreement, as amended herebyby, among other things, this Amendment and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Amendmentthe Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Amendment shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically expressly set forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Lender Parties and all of the Obligations, shall remain in full force and effect; provided that in . Borrower and the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms confirm that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Borrower nor any other Loan Party nor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe Obligations, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly (i) create any obligation to make any further Loans or to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Forbearance Default), (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents nor constitute a novation of any of the Obligations under the Credit Agreement or other Loan Documents, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent Lender Party, (iv) constitute a consent to any merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction or (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders Lender Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waivedwaived (other than as provided in Section 8 hereof), are hereby reinstated. (c) Upon From and after the effectiveness of this AmendmentForbearance Effective Date, all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and the term “Loan Documents” in the Credit Agreement, the First Forbearance, and the other Loan Documents shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) Except as expressly provided in Section 3 hereof, no Lender Party has waived (regardless of any delay in exercising such rights and remedies), any Default or Event of Default that may be continuing on the date hereof or any Event of Default that may occur after the date hereof (whether the same or similar to the Specified Default or otherwise), and no Lender Party has agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Specified Default solely to the extent expressly set forth herein), that may have occurred or are continuing as of the date hereof, or that may occur after the date hereof. (e) Borrower and the Loan Parties acknowledge and agree that the Lender Parties’ agreement to forbear from exercising certain of their default-related rights and remedies with respect to the Specified Default during the Forbearance Period does not in any manner whatsoever limit any Lender Party’s right to insist upon strict compliance by Borrower and the other Loan Parties with the Credit Agreement, this Agreement or any other Loan Document during the Forbearance Period, except as expressly set forth herein. (f) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement, the First Forbearance or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinabove, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and the other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, Documents shall remain in full force and effect; provided that in effect and are hereby ratified and confirmed. (b) The amendments and waiver set forth herein is effective solely for the event purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of a conflict between the terms and provisions any other term or condition of the Credit Agreement or any other Loan Documents Document, (other than this Amendment), the terms and provisions of the Credit Agreement (ii) operate as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented a waiver or otherwise modified from time to time) shall control. Each Loan Party hereby confirms prejudice any right, power or remedy that the Credit Agreement and Administrative Agent or the other Loan Documents are Lenders may now have or may have in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, the future under or counterclaims to the Obligations under in connection with the Credit Agreement or any other Loan Documents. Document, (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (iiii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any rightDocument, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except except as expressly specifically set forth herein, each or (iv) constitute a waiver of any Event of Default, Default or other event or condition that has resulted in or could result in the Agents and Lenders reserves all occurrence of its rightsan Event of Default or Default, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable lawexcept as specifically set forth herein. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of this Amendment, all references each reference in the Credit Agreement to "this Agreement", "herein", "hereof" and words of like import and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement in any Loan Document shall mean the Credit Agreement as amended hereby. This Amendment shall be construed in connection with and be a reference to as part of the Credit Agreement, as amended hereby. (c) Each of the Administrative Agent and the Lenders hereby expressly reserves its rights at any time to take any and all actions, and to exercise any and all remedies, authorized or permitted under the term “Credit Agreement or any other Loan Documents” Document, or available under applicable law or equity or otherwise. (d) This Amendment shall include, without limitation, this Amendmentbe a Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Amended Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Secured Parties and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . As of the Credit Agreement or any First Amendment Effective Date, the Borrower and the other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms confirm that the Amended Credit Agreement and the other Loan Documents are in full force and effect and that neither such the Borrower nor any other Loan Party nor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe Obligations, setoffs, claims, or counterclaims to the Obligations under the Amended Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Amended Credit Agreement or any other Loan Documents or any right, power or remedy nor constitute a novation of any Agent of the Obligations under the Amended Credit Agreement or any Lender thereunder, other Loan Documents or (iiiii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentFirst Amendment Effective Date, (i) the term “Agreement” in the Amended Credit Agreement, and all references to the Credit Agreement in any other Loan Document Document, shall mean and be a reference to the Credit Agreement, as amended herebyby, among other things, this Amendment, and (ii) the term “Loan Documents” in the Amended Credit Agreement and the other Loan Documents shall include, without limitation, this Amendmentthe Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Amendment shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified by the Forbearance Agreement (as modified by this Second Amendment), all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents the Lenders and Lenders the Administrative Agent and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . Each of the Borrower and the other Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms that the Credit Agreement and the no such party has any right of setoff, recoupment or other Loan Documents are in full force and effect and that neither such Loan Party nor offset with respect to any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsObligations. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of the Forbearance Agreement (as modified by this Amendment Second Amendment) shall not directly or indirectly (i) create any obligation to make any further Loans or issue any Letters of Credit after the Second Amendment Effective Date, (ii) create any obligation to continue to defer any enforcement action after the occurrence of any Forbearance Default, (iii) constitute a consent or waiver of any past, present or future violations violations, including Defaults and Events of Default, of any provisions of the Credit Agreement or any other Loan Documents, (iiiv) amend, modify modify, prejudice or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, remedy, power or remedy privilege of the Lenders and/or the Administrative Agent, (v) constitute a consent to any Agent merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiivi) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth hereinin the Forbearance Agreement (as modified by this Second Amendment), each of the Agents Administrative Agent and Lenders each Lender reserves all of its rights, powersremedies, powers and remedies privileges under the Credit Agreement, the other Loan Documents, applicable law and/or applicable lawequity. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, Documents are hereby reiterated, and if ever waivedwaived (other than pursuant to the Limited Waiver in the Forbearance Agreement (as modified hereby) or hereafter in writing), are hereby reinstated. Notwithstanding any other provision in the Forbearance Agreement (as modified by this Second Amendment), it is understood and agreed that during the Borrower Forbearance Period, notwithstanding the Borrower’s inability to make the statements required by Section 4.02 of the Credit Agreement (or in any Request for Credit Extension required thereby), solely to the extent excused pursuant to the last sentence of Section 2(d) of the Forbearance Agreement (as modified hereby), but subject to all other terms and conditions contained in the Credit Agreement and Section 2(d) of the Forbearance Agreement (as modified hereby) (including the Cash Collateralization of Letters of Credit), any L/C Issuer may issue, renew, extend or replace Letters of Credit and the Borrower shall be permitted to incur L/C Borrowings (and the Revolving Credit Lenders agree to make such L/C Advances), provided that the Revolving Credit Exposure of the Revolving Credit Lenders is not increased after giving effect to such issuance, renewal, extension or replacement of any such Letter of Credit or the incurrence of such L/C Borrowings. (c) Upon From and after the effectiveness of Second Amendment Effective Date, (i) the term “Forbearance Agreement” in the Forbearance Agreement, and all references to the Forbearance Agreement in any Loan Document shall mean the Forbearance Agreement as modified by this Second Amendment, (ii) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, Agreement as amended modified by the Forbearance Agreement (as modified hereby), and (ii) the term “Loan DocumentsDocument” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Second Amendment, the First Amendment, the Forbearance Agreement (as modified hereby) and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Second Amendment, the First Amendment and the Forbearance Agreement (as modified by this Second Amendment) shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Amended Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Secured Parties and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . As of the Credit Agreement or any Sixteenth Amendment Effective Date, the Borrower and the other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms confirm that the Amended Credit Agreement and the other Loan Documents are in full force and effect and that neither such the Borrower nor any other Loan Party nor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe Obligations, setoffs, claims, or counterclaims to the Obligations under the Amended Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as Documents nor constitute a waiver novation of any provision of the Obligations under the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iiiii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentSixteenth Amendment Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document Document, shall mean and be a reference to the Credit Agreement, as amended herebyby this Amendment, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, the Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith and (iii) this Amendment shall for all purposes constitute an “Incremental Amendment” under and as defined in the Amended Credit Agreement. (d) This Amendment shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders the Lender Parties and all of the Obligationsobligations under the Loan Documents, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . Each of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect effect, and that neither such no Loan Party nor any of its Subsidiaries has any defensesright of setoff, setoffs, claims, recoupment or counterclaims to the Obligations under the Credit Agreement other offset or any other defense, claim or counterclaim with respect to any Loan DocumentsDocument or the Loan Parties’ obligations thereunder. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement and any consents or waivers set forth herein shall not directly or indirectly indirectly: (i) create any obligation to make any further Loans or to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Forbearance Default); (ii) constitute a consent or waiver of any past, present or future violations of any provisions of this Agreement and the Credit Agreement or any other Loan Documents, ; (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents Document or any right, power or remedy of any Agent Lender Party; (iv) constitute a consent to any merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction; or (iiiv) constitute a course of dealing or other basis for altering any Obligations obligations under the Loan Documents or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders Lender Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waivedwaived previously, are hereby reinstated. (c) Upon From and after the effectiveness of this AmendmentForbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended herebyby this Agreement, and (ii) the term “Loan Documents” defined in the Credit Agreement shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed or delivered in connection herewith. (d) No Lender Party has waived, is by this Agreement waiving, or has any intention of waiving (regardless of any delay in exercising such rights and remedies), any Default, Event of Default or Forbearance Default which may be continuing on the date hereof or any Default, Event of Default or Forbearance Default which may occur after the date hereof (whether the same or similar to the Anticipated Defaults or otherwise). No Lender Party has agreed to forbear with respect to any of its rights or remedies concerning any Default, Event of Default or Forbearance Default (other than, during the Forbearance Period, the Anticipated Defaults solely to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof, or which may occur after the date hereof. (e) Each Loan Party agrees and acknowledges that the Lender Parties’ agreement to forbear from exercising certain of their default-related rights and remedies with respect to the Anticipated Defaults during the Forbearance Period does not in any manner whatsoever limit any Lender Party’s right to insist upon strict compliance by the Loan Parties with this Agreement or any Loan Document during the Forbearance Period, except as expressly set forth herein. (f) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Loan Documents.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Secured Parties and all of the Obligations, shall remain in full force and effect; provided . Each of Borrower and each other Loan Party hereby confirms that in no such party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the event of a conflict between the terms and provisions of Obligations, the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly (i) create any obligation to make any further Loans, Letters of Credit or financial accommodations under the Credit Agreement or to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Forbearance Default), (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent Agent, the L/C Issuer or any Lender thereunderLender, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, or (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of Agent, the Agents L/C Issuer and the Lenders reserves reserve all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentForbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, hereby and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically expressly set forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Lender Parties and all of the Obligations, shall remain in full force and effect; provided that in . Borrower and the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms confirm that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Borrower nor any other Loan Party nor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe Obligations, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly (i) create any obligation to make any further Loans or to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Forbearance Default), (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents nor constitute a novation of any of the Obligations under the Credit Agreement or other Loan Documents, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent Lender Party, (iv) constitute a consent to any merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction or (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders Lender Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waivedwaived (other than as provided in Section 8 hereof), are hereby reinstated. (c) Upon From and after the effectiveness of this AmendmentForbearance Effective Date, all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) Except as expressly provided in Section 3 hereof, no Lender Party has waived (regardless of any delay in exercising such rights and remedies), any Default or Event of Default that may be continuing on the date hereof or any Event of Default that may occur after the date hereof (whether the same or similar to the Specified Default or otherwise), and no Lender Party has agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Specified Default solely to the extent expressly set forth herein), that may have occurred or are continuing as of the date hereof, or that may occur after the date hereof. (e) Borrower and the Loan Parties acknowledge and agree that the Lender Parties’ agreement to forbear from exercising certain of their default-related rights and remedies with respect to the Specified Default during the Forbearance Period does not in any manner whatsoever limit any Lender Party’s right to insist upon strict compliance by Borrower and the other Loan Parties with the Credit Agreement, this Agreement or any other Loan Document during the Forbearance Period, except as expressly set forth herein. (f) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified by the Forbearance Agreement (as modified by this First Amendment), all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents the Lenders and Lenders the Administrative Agent and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . Each of the Borrower and the other Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms that the Credit Agreement and the no such party has any right of setoff, recoupment or other Loan Documents are in full force and effect and that neither such Loan Party nor offset with respect to any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsObligations. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of the Forbearance Agreement (as modified by this Amendment First Amendment) shall not directly or indirectly (i) create any obligation to make any further Loans or issue any Letters of Credit after the Amendment Effective Date, (ii) create any obligation to continue to defer any enforcement action after the occurrence of any Forbearance Default, (iii) constitute a consent or waiver of any past, present or future violations violations, including Defaults and Events of Default, of any provisions of the Credit Agreement or any other Loan Documents, (iiiv) amend, modify modify, prejudice or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, remedy, power or remedy privilege of the Lenders and/or the Administrative Agent, (v) constitute a consent to any Agent merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiivi) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth hereinin the Forbearance Agreement (as modified by this First Amendment), each of the Agents Administrative Agent and Lenders each Lender reserves all of its rights, powersremedies, powers and remedies privileges under the Credit Agreement, the other Loan Documents, applicable law and/or applicable lawequity. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, Documents are hereby reiterated, and if ever waivedwaived (other than pursuant to the Limited Waiver in the Forbearance Agreement (as modified hereby) or hereafter in writing), are hereby reinstated. Notwithstanding any other provision in the Forbearance Agreement (as modified by this First Amendment), it is understood and agreed that during the Borrower Forbearance Period, notwithstanding the Borrower’s inability to make the statements required by Section 4.02 of the Credit Agreement (or in any Request for Credit Extension required thereby), solely to the extent excused pursuant to the last sentence of Section 2(d) of the Forbearance Agreement, but subject to all other terms and conditions contained in the Credit Agreement and Section 2(d) of the Forbearance Agreement (including the Cash Collateralization of Letters of Credit), any L/C Issuer may issue, renew, extend or replace Letters of Credit and the Borrower shall be permitted to incur L/C Borrowings (and the Revolving Credit Lenders agree to make such L/C Advances), provided that the Revolving Credit Exposure of the Revolving Credit Lenders is not increased after giving effect to such issuance, renewal, extension or replacement of any such Letter of Credit or the incurrence of such L/C Borrowings. (c) Upon From and after the effectiveness of Amendment Effective Date, (i) the term “Forbearance Agreement” in the Forbearance Agreement, and all references to the Forbearance Agreement in any Loan Document shall mean the Forbearance Agreement as modified by this First Amendment, (ii) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, Agreement as amended modified by the Forbearance Agreement (as modified hereby), and (ii) the term “Loan DocumentsDocument” in the Credit Agreement and the other Loan Documents shall include, without limitation, this First Amendment, the Forbearance Agreement (as modified hereby) and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This First Amendment and the Forbearance Agreement (as modified by this First Amendment) shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents and the Lenders and all of the Obligations, shall remain in full force and effect; provided . Each of Borrower and the other Loan Parties hereby confirms that in no such party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the event of a conflict between the terms and provisions of Obligations, the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly indirectly: (i) create any obligation to make any further Loans or to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Forbearance Default), (ii) constitute a consent to or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of the Lenders, (iv) constitute a consent to any Agent merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves reserve all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, Documents are hereby reiterated, and if ever waived, are hereby reinstated. (c) Upon From and after the effectiveness of this AmendmentForbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended herebyby this Agreement, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended above, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are shall remain in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documentsare hereby ratified and confirmed. (b) Except as expressly set forth herein, the The execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute operate as a consent or waiver of any pastright, present power or future violations remedy of the Agent or any provisions of Lender under the Credit Agreement or any other Loan DocumentsDocument, (ii) amend, modify or operate as nor constitute a waiver of any provision of the Credit Agreement or any other Loan Documents or any rightDocument, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except except as expressly specifically set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of this Amendment, all references to each reference in the Credit Agreement in any Loan Document to "this Agreement", "hereunder", "hereof", "herein" or words of similar import shall mean and be a reference to the Credit Agreement, Agreement as amended hereby. Without limitation of the foregoing: (i) the notice referred to in Sections 5.5 and 5.7 of the Credit Agreement (as amended hereby) is limited to the express circumstances described in the recitals hereto (including Annex A) and is further limited solely to the Borrower's ability to remake and reaffirm the representations and warranties set forth in Sections 5.5 and 5.7 during the pendency of the Shareholder Litigation; and (ii) nothing contained herein shall be construed as, or shall constitute, a waiver of any other condition precedent or any other term or requirement under the Credit Agreement or any of the other Transaction Documents, including without limitation (A) any other requirement that representations or warranties under the Credit Agreement be remade or reaffirmed at any time, or (B) any Default or Unmatured Default that may at any time occur or be continuing, even if such Default or Unmatured Default arises as a result of the payment of Litigation Liabilities in an amount less than the amount set forth in the notice referred to in Sections 5.5 and 5.7 of the term “Loan Documents” shall includeCredit Agreement (or, without limitationif applicable, this Amendmentthe amount set forth in the letter agreement referred to in Section 6.24 of the Credit Agreement).

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents the Administrative Agent and the Lenders and all of the Obligationsobligations under the Loan Documents, shall remain in full force and effect; provided that in . The Borrower and the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parent Guarantor hereby confirms confirm that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party the Borrower nor the Parent Guarantor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe obligations under the Loan Documents, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any the provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as Documents nor constitute a waiver novation of any provision of the obligations under the Loan Documents under the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iiiii) constitute a course of dealing or other basis for altering any Obligations obligations under the Loan Documents or any other contract or instrument. Except as expressly set forth herein, the Administrative Agent and each of the Agents and Lenders Lender reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentAmendment Closing Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document Document, shall mean and be a reference to the Credit Agreement, as amended modified hereby, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentAmendment and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Amendment shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, Documents shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. (b) are hereby ratified and confirmed as so amended. Except as expressly set forth herein, the execution, delivery and effectiveness of this First Amendment shall not directly be deemed to be a waiver, amendment or indirectly (i) constitute a consent or waiver of any past, present or future violations modification of any provisions of the Credit Agreement or any other Loan DocumentsDocument or any right, (ii) amendpower or remedy of Agent or Lenders, modify or operate as constitute a waiver of any provision of the Credit Agreement or any other Loan Documents or any rightDocument, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract document, instrument and/or agreement executed or instrument. Except as expressly set forth herein, each delivered in connection therewith or of any Default or Event of Default under any of the Agents foregoing, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This First Amendment shall not constitute a novation or satisfaction and Lenders reserves all accord of its rights, powers, and remedies under the Credit Agreement, the Agreement and/or other Loan Documents, and/or applicable lawbut shall constitute an amendment thereof. All of The parties hereto agree to be bound by the provisions terms and conditions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of Documents as amended by this First Amendment, all references to as though such terms and conditions were set forth herein. Each reference in the Credit Agreement in any Loan Document to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement, Agreement as amended herebyby this First Amendment, and each reference herein or in any other Loan Documents to the term “Loan DocumentsAgreement” or “Credit Agreement” shall include, without limitation, mean and be a reference to the Credit Agreement as amended and modified by this First Amendment.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this First Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement and any consents and waivers set forth herein shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of this AmendmentAgreement, all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and the term “Loan Documents” shall include, without limitation, this AmendmentAgreement.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth herein, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Loan Documents, and all rights of Agents and Lenders and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this AmendmentAgreement), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan Documents. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement and any consents and waivers set forth herein shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon the effectiveness of this AmendmentAgreement, all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and the term “Loan Documents” shall include, without limitation, this AmendmentAgreement.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Amended Credit Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Secured Parties and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . As of the Credit Agreement or any Thirteenth Amendment Effective Date, the Borrower and the other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms confirm that the Amended Credit Agreement and the other Loan Documents are in full force and effect and that neither such the Borrower nor any other Loan Party nor has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe Obligations, setoffs, claims, or counterclaims to the Obligations under the Amended Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not directly or indirectly (i) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (ii) amend, modify or operate as Documents nor constitute a waiver novation of any provision of the Obligations under the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent or any Lender thereunder, or (iiiii) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents and Lenders reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentThirteenth Amendment Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document Document, shall mean and be a reference to the Credit Agreement, as amended herebyby, among other things, this Amendment and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Amendmentthe Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Amendment shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents and the Lenders and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Borrower hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor Borrower has no right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of its Subsidiaries has any defensesthe Obligations, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly (i) continue to defer any enforcement action after the occurrence of any other Default or Event of Default (including, without limitation, any Forbearance Default), (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Documents, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, power or remedy of any Agent Lender, (iv) constitute a consent to any merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each Lender and each of the Agents and Lenders other Secured Parties reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon No Lender or other Secured Party has waived or is by this Agreement waiving, and no Lender or other Secured Party has any intention of waiving (regardless of any delay in exercising such rights and remedies), any Default or Event of Default which may be continuing on the effectiveness date hereof or any Event of this Amendment, all references Default which may occur after the date hereof (whether the same or similar to the Credit Agreement Specified Defaults or otherwise), and no Lender or any other Secured Party has agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Specified Defaults solely to the extent expressly set forth herein), which may have occurred or are continuing as of the date hereof, or which may occur after the date hereof. (d) Borrower agrees and acknowledges that the Lenders’ agreement to forbear from exercising certain of their default-related rights and remedies with respect to the Specified Defaults during the Forbearance Period does not in any Loan Document shall mean and be a reference manner whatsoever limit any Lender’s or other Secured Party’s right to insist upon strict compliance by Borrower with the Credit Agreement, this Agreement or any other Loan Document during the Forbearance Period, except as amended herebyrelated to the Specified Defaults to the extent provided herein and otherwise as expressly set forth herein. (e) This Agreement shall not be deemed or construed to be a satisfaction, and reinstatement, novation or release of the term “Credit Agreement or any other Loan Documents” shall include, without limitation, this AmendmentDocument.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents the Lenders and Lenders the Administrative Agent and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . Each of the Borrower and the other Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms that the Credit Agreement and the no such party has any right of setoff, recoupment or other Loan Documents are in full force and effect and that neither such Loan Party nor offset with respect to any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsObligations. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Forbearance Agreement shall not directly or indirectly (i) create any obligation to make any further Loans or issue any Letters of Credit after the Forbearance Effective Date, (ii) create any obligation to continue to defer any enforcement action after the occurrence of any Forbearance Default, (iii) constitute a consent or waiver of any past, present or future violations violations, including Defaults and Events of Default, of any provisions of the Credit Agreement or any other Loan Documents, (iiiv) amend, modify modify, prejudice or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, remedy, power or remedy privilege of the Lenders and/or the Administrative Agent, (v) constitute a consent to any Agent merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiivi) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents Administrative Agent and Lenders each Lender reserves all of its rights, powersremedies, powers and remedies privileges under the Credit Agreement, the other Loan Documents, applicable law and/or applicable lawequity. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, Documents are hereby reiterated, and if ever waivedwaived (other than pursuant to the Limited Waiver or hereafter in writing), are hereby reinstated. Notwithstanding any other provision in this Forbearance Agreement, it is understood and agreed that during the Borrower Forbearance Period, notwithstanding the Borrower’s inability to make the statements required by Section 4.02 of the Credit Agreement (or in any Request for Credit Extension required thereby), solely to the extent excused pursuant to the last sentence of Section 2(d) of this Forbearance Agreement, but subject to all other terms and conditions contained in the Credit Agreement and Section 2(d) hereof (including the Cash Collateralization of Letters of Credit), any L/C Issuer may issue, renew, extend or replace Letters of Credit and the Borrower shall be permitted to incur L/C Borrowings (and the Revolving Credit Lenders agree to make such L/C Advances), provided that the Revolving Credit Exposure of the Revolving Credit Lenders is not increased after giving effect to such issuance, renewal, extension or replacement of any such Letter of Credit or the incurrence of such L/C Borrowings. (c) Upon From and after the effectiveness of this AmendmentForbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and (ii) the term “Loan DocumentsDocument” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentForbearance Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Forbearance Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinamended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Credit Documents, and all rights of Agents and the Lenders and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions of the Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party of Borrower and the Guarantors hereby confirms that the Credit Agreement and the other Loan Credit Documents are in full force and effect and that neither such Loan Party Borrower nor any of its Subsidiaries Guarantor has any defensesright of setoff, setoffsrecoupment or other offset or any defense, claimsclaim or counterclaim with respect to any of the Obligations, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsCredit Document. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Agreement and any waivers set forth herein shall not directly or indirectly (i) create any obligation to make any further Loans or issue any Letters of Credit or Synthetic Letters of Credit, or to continue to defer any enforcement action after the occurrence of any other Default or Event of Default (including, without limitation, any Forbearance Default), (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement or any other Loan Credit Documents, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement or any other Loan Credit Documents or any right, power or remedy of any Agent Lender, (iv) constitute a consent to any merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each Lender and each of the Agents and Lenders other Secured Parties reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents, and/or Credit Documents and applicable law. All of the provisions of the Credit Agreement and the other Loan Credit Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived, reinstated. (c) Upon From and after the effectiveness of this AmendmentEffective Date, (i) the term "Agreement" in the Credit Agreement, and all references to the Credit Agreement in any Loan Credit Document shall mean and be a reference to the Credit Agreement as amended by, among other things, this Agreement, as amended hereby, and (ii) the term "Credit Documents" in the Credit Agreement and the term “Loan Documents” other Credit Documents shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed and/or delivered in connection herewith.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement, the Forbearance Agreement or any and other Loan Documents, and all rights of Agents and Lenders the Secured Parties and all of the Obligations, Obligations shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . Each of the Borrower and each other Loan Party hereby confirms that no such party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the Credit Agreement, the Forbearance Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither such Loan Party nor any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsDocument. (b) Except as expressly set forth hereinherein or in the Forbearance Agreement, the execution, delivery and effectiveness of this Amendment Agreement shall not directly or indirectly (i) create any obligation to make any further Loans, Letters of Credit or financial accommodations under the Credit Agreement or to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Forbearance Default), (ii) constitute a consent or waiver of any past, present or future violations of any provisions of the Credit Agreement, the Forbearance Agreement or any other Loan Documents, (iiiii) amend, modify or operate as a waiver of any provision of the Credit Agreement, the Forbearance Agreement or any other Loan Documents or any right, power or remedy of any Agent the Agent, the L/C Issuer or any Lender thereunderLender, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction or plan of reorganization, or (iiiv) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents Agent, the L/C Issuer and the Lenders reserves reserve all of its rights, powers, and remedies under the Credit Agreement, the other Loan DocumentsForbearance Agreement, and/or applicable law. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, Documents and if ever waived, reinstatedapplicable law. (c) Upon From and after the effectiveness of this AmendmentAmendment Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, (ii) the term “Agreement” in the Forbearance Agreement, and all references to the Forbearance Agreement in any Loan Document shall mean the Forbearance Agreement as amended hereby and (iii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentAgreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as specifically set forth hereinexpressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any and other Loan Documents, and all rights of Agents the Lenders and Lenders the Administrative Agent and all of the Obligations, shall remain in full force and effect; provided that in the event of a conflict between the terms and provisions . Each of the Borrower and the other Credit Agreement or any other Loan Documents (other than this Amendment), the terms and provisions of the Credit Agreement (as amended hereby, and as the same has been and hereafter may be amended, restated, supplemented or otherwise modified from time to time) shall control. Each Loan Party Parties hereby confirms that the Credit Agreement and the no such party has any right of setoff, recoupment or other Loan Documents are in full force and effect and that neither such Loan Party nor offset with respect to any of its Subsidiaries has any defenses, setoffs, claims, or counterclaims to the Obligations under the Credit Agreement or any other Loan DocumentsObligations. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment Second Forbearance Agreement shall not directly or indirectly (i) create any obligation to make any further Loans or issue any Letters of Credit after the Second Forbearance Effective Date, (ii) create any obligation to continue to defer any enforcement action after the occurrence of any Forbearance Default, (iii) constitute a consent or waiver of any past, present or future violations violations, including Defaults and Events of Default, of any provisions of the Credit Agreement or any other Loan Documents, (iiiv) amend, modify modify, prejudice or operate as a waiver of any provision of the Credit Agreement or any other Loan Documents or any right, remedy, power or remedy privilege of the Lenders and/or the Administrative Agent, (v) constitute a consent to any Agent merger or other transaction or to any Lender thereundersale, restructuring or refinancing transaction, or (iiivi) constitute a course of dealing or other basis for altering any Obligations or any other contract or instrument. Except as expressly set forth herein, each of the Agents Administrative Agent and Lenders each Lender reserves all of its rights, powersremedies, powers and remedies privileges under the Credit Agreement, the other Loan Documents, applicable law and/or applicable lawequity. All of the provisions of the Credit Agreement and the other Loan Documents, including, without limitation, the time of the essence provisions, Documents are hereby reiterated, and if ever waivedwaived (other than hereafter in writing), are hereby reinstated. Notwithstanding any other provision in this Second Forbearance Agreement, it is understood and agreed that during the period commencing on the Second Forbearance Effective Date and ending on the earlier of the Holding Company Forbearance Termination Date and July 31, 2009, notwithstanding the Borrower’s inability to make the statements required by Section 4.02 of the Credit Agreement (or in any Request for Credit Extension required thereby), solely to the extent excused pursuant to the last sentence of Section 2(d) of this Second Forbearance Agreement, but subject to all other terms and conditions contained in the Credit Agreement and Section 2(d) hereof (including the Cash Collateralization of Letters of Credit), any L/C Issuer may renew, extend or amend Letters of Credit, provided that the Revolving Credit Exposure of the Revolving Credit Lenders and the L/C Obligations of the Borrower are not increased after giving effect to such renewal, extension or amendment of any such Letter of Credit. (c) Upon From and after the effectiveness of this AmendmentSecond Forbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean and be a reference to the Credit Agreement, as amended hereby, and (ii) the term “Loan DocumentsDocument” in the Credit Agreement and the other Loan Documents shall include, without limitation, this AmendmentSecond Forbearance Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Second Forbearance Agreement shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document.