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 expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan Documents, and all rights of the Lender Parties and all of the Obligations, shall remain in full force and effect. Each of Borrower and the other Loan Parties hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither Borrower nor any other Loan 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 or any other Loan Document. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this 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, (iii) 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 Lender Party, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, (v) 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 Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan 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, are hereby reinstated. (c) From and after the Agreement Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean the Credit Agreement, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement 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 expressly modified herebyspecifically amended above, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan Documents, and all rights of the Lender Parties and all of the Obligations, shall remain in full force and effect. Each of Borrower and the other Loan Parties hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither Borrower nor any other Loan 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 or any other Loan Document. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this 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, (iii) 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 Lender Party, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, (v) 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 Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan 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, are hereby reinstated. (c) From and after the Agreement Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean the Credit Agreement, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement remain in full force and any agreements, instruments effect and other documents executed and/or delivered in connection herewithare hereby ratified and confirmed. (db) This Agreement The execution, delivery and effectiveness of this Amendment (i) shall not be deemed operate as a waiver of any right, power or construed to be remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a satisfaction, reinstatement, novation waiver of any Default or release Unmatured Default or provision of the Credit Agreement or any Loan Document, except as specifically set forth herein and (ii) shall not give rise to any obligation on the part of the Administrative Agent or the Lenders to further modify or waive any term or condition of the Credit Agreement or any of the other Loan DocumentDocuments or give rise to any defenses or counterclaims to the right of the Administrative Agent or the Lenders, subject to the terms hereof, to enforce their rights and remedies under the Credit Agreement and the other Loan Documents. Except as expressly limited herein, the Administrative Agent and the Lenders hereby expressly reserve all of their rights and remedies under the Loan Documents and under applicable law with respect to all existing and future Defaults and Unmatured Defaults. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. (c) The parties acknowledge that this Amendment embodies the entire agreement and understanding among the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and supersedes all prior discussions, agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating to the subject matter hereof other than those contained in any fee letters between the Borrower and the Administrative Agent or the Arranger. Without limiting the foregoing, the Borrower acknowledges that the previously proposed amendment of the Credit Agreement originally anticipated to be effective December 31, 2007 was never executed and delivered by the parties and no proposed party thereto is in anyway obligated thereby or in respect thereof.

Reference to and Effect Upon the Credit Agreement. (a) a. Except as expressly modified specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Existing Credit Agreement and other Loan Documents, and all rights of the Lender Parties Lenders and the other Secured Parties, and all of the Obligations, shall remain in full force and effect. Each of Borrower The Borrowers and the other Loan Credit Parties hereby confirms confirm that the Credit Agreement and the other Loan Documents are in full force and effect and that neither any Borrower nor any other Loan 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 or any other Loan Document. (b) Except as expressly set forth herein, the b. The execution, delivery and effectiveness of this Agreement Amendment shall not directly or indirectly constitute (i) create any obligation to make any further Loans or to continue to defer any enforcement action after the occurrence a novation of any Default or Event of Default (includingthe Obligations under the Existing Credit Agreement, 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, (iii) 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 Lender Party, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, (vii) 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 Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan 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, are hereby reinstated. (c) c. From and after the Agreement Effective Datedate hereof, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document Document, shall mean the Credit Agreement, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Agreement d. Notwithstanding anything to the contrary set forth in Section 2.15 of the Existing Credit Agreement, on the Third Amendment Effective Date, the Term Loans shall not be deemed or construed to constitute a new Borrowing of each Class of Term Loan under the Credit Agreement with the applicable Interest Period set forth in the Borrowing Request delivered pursuant to Section 3(e), without the payment of any amounts pursuant to Section 2.15 of the Existing Credit Agreement with respect to any Borrowing outstanding under the Existing Credit Agreement as of the Third Amendment Effective Date. Each Term Lender holding a Term A Loan on the Third Amendment Effective Date will participate proportionately in each then outstanding Borrowing of the Term A Loans and each Term Lender holding a Term B Loan on the Third Amendment Effective Date will participate proportionately in each then outstanding Borrowing of the Term B Loans. e. In connection with the increase in the Revolving Credit Commitments pursuant to this Amendment (the “Revolving Commitment Increase”), (i) each Revolving Lender immediately prior to the effectiveness of this Amendment will automatically and without further act, on the Third Amendment Effective Date, be deemed to have assigned to each Revolving Lender providing a satisfactionportion of the Revolving Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, reinstatementand each such Commitment Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, novation or release after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the Total Revolving Credit Commitment of all Revolving Lenders represented by such Revolving Lender’s Revolving Credit Commitment and (ii) if, on the Third Amendment Effective Date, there are any Revolving Loans outstanding, such Revolving Loans shall, on the Third Amendment Effective Date, be prepaid from the proceeds of additional Revolving Loans made on such date (reflecting such Revolving Commitment Increase), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 2.15 of the Credit Agreement. f. By its execution and delivery of this Amendment, each New Lender acknowledges and agrees that, effective as of the Third Amendment Effective Date, it is made a party to the Credit Agreement or any other Loan Documentas a Lender thereunder.

Reference to and Effect Upon the Credit Agreement. (a) Except as expressly modified hereby, all All terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan DocumentsAgreement, and all rights of the Lender Parties and all of the ObligationsLenders, shall remain in full force and effect. Each of Borrower and the other Loan Parties Borrowers hereby confirms that the Credit Agreement and the other Loan Documents are is in full force and effect and that neither such Borrower nor any other Loan Party has any no right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the Credit Agreement or any other Loan Documentthe applicable Loans. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this 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 nor constitute a novation of any other Loan Documentsof the Obligations under the Credit Agreement, (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 Lender PartyLender, or (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, (viii) 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 hereinherein or in the Forbearance Agreement, each Lender Party party hereto reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan 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, are hereby reinstatedlaws. (c) From Each of the Credit Parties acknowledges and after agrees that the Agreement Effective Dateagreement of the Forbearing Lenders (as defined in the Forbearance Agreement) to forbear from exercising their default-related rights and remedies, in accordance with the terms and provisions of the Forbearance Agreement, with respect to the Lender Specified Defaults (ias defined therein) during the term “Agreement” Lender Forbearance Period (as defined therein) does not in any manner whatsoever limit any Forbearing Lender’s right to insist upon strict compliance by such Borrower with the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean the Credit Agreement, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement 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 Documentdocument during the Lender Forbearance Period, except as set forth herein.

Reference to and Effect Upon the Credit Agreement. (a) Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan Documents, and all rights of the Lender Parties and all of the Obligations, shall remain in full force and effect. Each of Borrower and the other Loan Parties hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither Borrower nor any other Loan 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 or any other Loan Document. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this 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, (iii) 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 Lender Party, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, (v) 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 Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan 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, are hereby reinstated. (c) From and after the Agreement Third 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 the Credit AgreementAgreement as modified hereby, and (ii) the term “this Third Amendment shall constitute a Loan Documents” in Document for all purposes of the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewithDocuments. (db) Each Loan Party, by its signature below, hereby expressly acknowledges the terms of this Third Amendment and reaffirms, as of the Third Amendment Effective Date, (i) its guarantee of the Obligations under the Guaranty and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents that (ii) its Guaranty and each Collateral Document to which it is a party remains in full force and effect, (iii) its Guaranty and each Collateral Document to which it is a party covers all Obligations (including all Revolving Obligations incurred pursuant to the 2012 Incremental Revolving Credit Commitments) and (iv) all Revolving Credit Loans and Swing Line Loans incurred on or after the Third Amendment Effective Date, and Letters of Credit issued, as applicable (and all interest, fees and other amounts payable thereon), pursuant to the Revolving Credit Commitments (after giving effect to the increase in the Aggregate Commitments pursuant to Section 1(a) above) shall constitute “Obligations” and “Revolving Obligations” under the Loan Documents, in each case after giving effect to this Third Amendment. (c) This Agreement Third Amendment is limited as specified and shall not be deemed constitute a modification, acceptance or construed to be a satisfaction, reinstatement, novation or release waiver of any other provision of the Credit Agreement or any other Loan Document.

Reference to and Effect Upon the Credit Agreement. (a) Except as expressly modified hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement Agreement, the Forbearance Agreement, the Third Amendment and the other Loan Documents, and all rights of the Lender Secured Parties and all of the Obligations, Obligations shall remain in full force and effect. Each of the Borrower and the each other Loan Parties Party hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither Borrower nor any other Loan Party 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 Agreement, the Forbearance Agreement, the Third Amendment or any other Loan Document. (b) Except as expressly set forth hereinherein or in the Forbearance Agreement, the execution, delivery and effectiveness of this Agreement shall not directly or indirectly (i) create any obligation to make any further Loans 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 Agreement, the Forbearance Agreement, the Third Amendment or any other Loan Documents, (iii) amend, modify or operate as a waiver of any provision of the Credit Agreement Agreement, the Forbearance Agreement, the Third Amendment or any other Loan Documents or any right, power or remedy of the Agent, the L/C Issuer or any Lender PartyLender, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transactiontransaction or plan of reorganization, or (v) 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 Party reserves the Agent, the L/C Issuer and the Lenders reserve all of its rights, powers, and remedies under the Credit Agreement, the Forbearance Agreement, the Third Amendment, the other Loan 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, are hereby reinstated. (c) From and after the Agreement Amendment Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean 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 (iiiii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement 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 expressly modified specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan Documents, and all rights of the Lender Parties Lenders and all of the Obligations, shall remain in full force and effect. Each of Borrower and the other Loan Parties Guarantor hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither each of Borrower nor any other Loan Party and Guarantor has any no right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the Credit Agreement or any other Loan Document. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this 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 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, (iii) 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 Lender PartyLender, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, or (v) 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 Party and each of the other Secured Parties reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan 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, are hereby reinstated. (c) From 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 date hereof or any Event of Default which may occur after the Agreement Effective Datedate hereof (whether the same or similar to the 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 (iother 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 term “Agreement” 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 manner whatsoever limit any Lender’s or other Secured Party’s right to insist upon strict compliance by Borrower and Guarantor with the Credit Agreement, and all references this Agreement or any other Loan Document during the Forbearance Period, except as related to the Credit Agreement in any Loan Document shall mean Specified Defaults to the Credit Agreement, extent provided herein and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewithotherwise as expressly set forth herein. (de) 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 expressly modified specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Amended Credit Agreement and other Loan Documents, and all rights of the Lender Secured Parties and all of the Obligations, shall remain in full force and effect. Each As of the Fifteenth Amendment Effective Date, the Borrower and the other Loan Parties hereby confirms confirm that the Amended Credit Agreement and the other Loan Documents are in full force and effect and that neither the Borrower nor any other Loan Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the Amended Credit Agreement or any other Loan Document. (b) Except as expressly specifically set forth herein, the execution, delivery and effectiveness of this Agreement Amendment 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, (iii) 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 Lender Party, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, (vii) 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 Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan 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, are hereby reinstated. (c) From and after the Agreement Fifteenth 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 the Credit Agreement, and as amended by, among other things, this Amendment, (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement include the Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith, (iii) the Extended Term Loans shall constitute “Initial Term Loans” and “Term Loans,” in each case, under and as defined in the Amended Credit Agreement, (iv) the 2024 Incremental Revolving Credit Commitments shall constitute “Revolving Credit Commitments” and “Incremental Revolving Credit Commitments,” in each case, under and as defined in the Amended Credit Agreement and (v) the 2024 Delayed Draw Term Loan Commitments shall constitute “Delayed Draw Term Loan Commitments” and “Term Commitments,” in each case, under and as defined in the Amended Credit Agreement. (d) On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a “Loan Document”, an “Extension Amendment” and an “Incremental Amendment”, in each case, under and as defined in the Amended Credit Agreement and the other Loan Documents. (e) This Agreement 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 expressly modified amended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan Documents, and all rights of the Lender Parties and all of the Obligations, shall remain in full force and effect. Each of Borrower and the other Loan Parties hereby confirms confirm that the Credit Agreement and the other Loan Documents are in full force and effect and that neither Borrower nor any other Loan 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 or any other Loan Document. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this 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, (iii) 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 Lender PartyLender, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, transaction (other than the Corporate Restructuring) or (v) 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 Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan Documents and 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, are hereby reinstated. (c) From and after the Agreement Waiver Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean the Credit Agreement, and (ii) the term “Loan Documents” in the Credit Agreement, this Agreement and the other Loan Documents shall include, without limitation, this Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) This Except as to Wagz property, Wagz and the Wagz Interests, 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 expressly modified hereby, all All terms, conditions, covenants, representations and warranties contained in the Credit Agreement and the other Loan Documents, and all rights of the Lender Parties and all of the Obligations, shall remain in full force and effect. Each of Borrower Borrowers and the other Loan Parties hereby confirms that the Credit Agreement and the other Loan Documents are in full force and effect and that neither Borrower Borrowers nor any other Loan 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 or any other Loan Document. (b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Agreement shall not directly or indirectly (i) create any obligation to make any further Loans or other Credit Extensions or to continue to defer any enforcement action after the occurrence of any Default or Event of Default (including, without limitation, any Forbearance Default)) other than the Specified Defaults, (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, (iii) 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 Lender Party, (iv) constitute a consent to any merger or other transaction or to any sale, restructuring or refinancing transaction, (v) 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 Party reserves all of its rights, powers, and remedies under the Credit Agreement, the other Loan 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, are hereby reinstated. (c) From and after the Agreement Forbearance Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any Loan Document shall mean the Credit Agreement, and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan Documents shall include, without limitation, this Agreement and any agreements, instruments and other documents executed and/or delivered in connection herewith. (d) No Lender Party has waived, is by this Agreement waiving, and has no intention of waiving (regardless of any delay in exercising such rights and remedies), any Default or Event of Default (including, without limitation, the Specified Defaults) which may be continuing on the date hereof or any Event of Default which may occur after the date hereof (whether the same or similar to the Specified Defaults 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 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 Borrower and each other 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 Specified Defaults during the Forbearance Period does not in any manner whatsoever limit any Lender Party’s right to insist upon strict compliance by Borrowers 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 (and the provisions contained herein) shall not be deemed or construed to be (i) a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan DocumentDocument or (ii) a consent to any Refinancing or Restructuring.