Binding Effect of Documents. Each Loan Party hereby acknowledges, confirms and agrees that: # this Agreement constitutes a Loan Document, # each of the Credit Agreement and the other Loan Documents to which it is a party has been duly executed and delivered to Administrative Agent by such Loan Party, and each is and will remain in full force and effect as of the date hereof except as modified pursuant hereto, # the agreements and obligations of such Loan Party contained in such documents and in this Agreement constitute the legal, valid and binding Obligations of such Loan Party, enforceable against it in accordance with their respective terms, and such Loan Party has no valid defense to the enforcement of such Obligations, # Administrative Agent and ​ are and will be entitled to the rights, remedies and benefits provided for under the Credit Agreement and the other Loan Documents and applicable law and # each Loan Party shall comply with all limitations, restrictions or prohibitions that would otherwise be effective or applicable under the Credit Agreement or any of the other Loan Documents during the continuance of any Event of Default, and except to the extent expressly provided otherwise in this Agreement, any right or action of any Borrower set forth in the Credit Agreement or the other Loan Documents that is conditioned on the absence of any Event of Default may not be exercised or taken as a result of the Existing Defaults.

Binding Effect of Documents. This Agreement has been duly authorized, executed and delivered to Administrative Agent and ​ by each Loan Party, is enforceable in accordance with its terms and is in full force and effect.

Each Loan Party hereby ratifies and reaffirms that # each of the Loan Documents to which it is a party has been duly executed and delivered by such Loan Party to the Administrative Agent and to the [[Forbearing Lenders:Organization]] and is in full force and effect as of the date hereof; # the agreements and obligations of each Loan Party contained in the Loan Documents, including, without limitation, all payment, performance, indemnification and other obligations and all guarantees of such obligations constitute the legal, valid and binding obligations of such Loan Party, enforceable against the Loan Parties in accordance with the terms thereof (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability); # its grant of liens on or security interests in its properties pursuant to the Loan Documents as security for the Obligations under or with respect to the Credit Agreement and confirms and agrees that such liens and security interests secure all of the Obligations, including any additional Obligations hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit Agreement or any other Loan Document; and # the Administrative Agent and the [[Forbearing Lenders:Organization]] are and shall be entitled to all of the rights, remedies and benefits provided for in the Loan Documents.

Each Loan Party hereby ratifies and reaffirms that # each of the Loan Documents to which it is a party has been duly executed and delivered by such Loan Party to the Administrative Agent and to the [[Forbearing Lenders:Organization]] and is in full force and effect as of the date hereof; # the agreements and obligations of each Loan Party contained in the Loan Documents, including, without limitation, all payment, performance, indemnification and other obligations and all guarantees of such obligations constitute the legal, valid and binding obligations of such Loan Party, enforceable against the Loan Parties in accordance with the terms thereof (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability); # its grant of liens on or security interests in its properties pursuant to the Loan Documents as security for the Obligations under or with respect to the Credit Agreement and confirms and agrees that such liens and security interests secure all of the Obligations, including any additional Obligations hereafter arising or incurred pursuant to or in connection with this Agreement, the Credit Agreement or any other Loan Document; and # the Administrative Agent and the [[Forbearing Lenders:Organization]] are and shall be entitled to all of the rights, remedies and benefits provided for in the Loan Documents.

SECTION # Loan Documents. Each of the Loan Documents has been duly authorized by the Borrower and each other Loan Party thereto; when each Loan Document has been duly executed and delivered by the Borrower and each other Loan Party that is a party thereto, and, assuming that each Loan Document is a valid and binding obligation of the Administrative Agent, each Loan Document will be, a valid and binding agreement of the Borrower and each other Loan Party that is a party thereto, enforceable against the Borrower and each other Loan Party in accordance with its terms except as the enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered to the Administrative Agent and the Lenders in connection with this Amendment to which Borrower is a party constitute the valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

SECTION # Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Credit Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principals of equity.

Binding Effect. This Agreement constitutes, and the other Loan Documents to which any Borrower is party when duly executed on behalf of such Borrower and delivered in accordance with this Agreement will constitute, the valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally or by general equity principles.

Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by general principles of equity.