Each of the Borrower and Guarantor hereby confirms and agrees that after giving effect to this Agreement, the Credit Agreement and the other Loan Documents remain in full force and effect and enforceable against each Loan Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect. Each of the Borrower and Guarantor represents and warrants to the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Loan Documents, or if the Borrower or Guarantor has any such claims, counterclaims, offsets, or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Agreement. This acknowledgment and confirmation by the Borrower and Guarantor is made and delivered to induce the Administrative Agent and the Lenders to enter into this Agreement. Each of the Borrower and Guarantor acknowledges that the Administrative Agent and the Lenders would not enter into this Agreement in the absence of the acknowledgment and confirmation contained herein.

Borrower Confirmation. The Company and the Specified Designated Borrower (being at all relevant times members of the same wholly owned group) confirm that:

Confirmation. Except as expressly set forth in this Amendment, the parties hereby ratify and confirm the Agreement in all respects, and the terms, conditions and provisions thereof shall remain in full force and effect.

Confirmation. The provisions of the Retention Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.

Confirmation. The provisions of the Loan Documents, as amended by this Amendment, shall remain in full force and effect in accordance with their terms following the effectiveness of this Amendment.

Certificate of Incorporation of ​ as filed with the Secretary of State of Delaware on ​, and all amendments thereto through the date hereof (the “​ Certificate of Incorporation” and together with the ​ Certificate of Incorporation and the ​ Certificate of Incorporation, the “Guarantors Certificates of Incorporation“);

The validity and effectiveness of the Business Financing Agreement and the other Existing Documents in light of the terms and provisions of this BFMA. This acknowledgment and confirmation shall in no way be deemed to constitute a requirement or admission by Lender that any such acknowledgment or confirmation is required to maintain the effectiveness of the Business Financing Agreement and the other Existing Documents, no such acknowledgment and confirmation being so required. The Agreement and the other Existing Documents as modified hereby shall remain in full force and effect;

Waivers by Guarantor. Each Guarantor expressly waives to the fullest extent permitted by applicable law: # notice of acceptance of this Guaranty by the Lenders and of all extensions of credit to the Borrowers by the Lenders; # presentment and demand for payment or performance of any of the Obligations; # protest and notice of dishonor or of default (except as specifically required in the Credit Agreement) with respect to the Obligations or with respect to any security therefor; # notice of the Lenders obtaining, amending, substituting for, releasing, waiving or modifying any security interest, lien or encumbrance, if any, hereafter securing the Obligations, or the Lenders’ subordinating, compromising, impairing, discharging or releasing such security interests, liens or encumbrances, if any; # all other notices to which such Guarantor might otherwise be entitled; and # the benefit of any laws that exonerate or limit the liability of guarantors or sureties, and any defenses provided by these laws.

ACKNOWLEDGMENT BY BORROWER OF EXISTING DEFAULTS. Borrower hereby acknowledges that, as of the date hereof, each Existing Default has occurred and is continuing. Borrower hereby waives the right to contest the occurrence, existence, accuracy, or materiality of any Existing Default.

Acknowledgment. Employee acknowledges that if Employee materially breaches any of the provisions of Paragraph 5 of this Agreement, in addition to any other of the Company's rights and remedies, the Company shall immediately cease all payments or benefits described in Paragraph 4 above.