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. Each Loan Party hereby acknowledges, confirms and agrees that: # thisThis Agreement constitutes a Loan Document, # each of the Credit Agreement and the other Loan Documents to which it is a party has been duly authorized, executed and delivered to Administrative Agent and ​ by sucheach Loan Party, is enforceable in accordance with its terms 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.effect.

Each Loan Party hereby acknowledges, confirmsratifies and agrees that: # this Agreement constitutes a Loan Document,reaffirms that # 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,Party to the Administrative Agent and eachto the ​ and is and will remain in full force and effect as of the date hereof except as modified pursuant hereto,hereof; # the agreements and obligations of sucheach Loan Party contained in the Loan Documents, including, without limitation, all payment, performance, indemnification and other obligations and all guarantees of such documents and in this Agreementobligations constitute the legal, valid and binding Obligationsobligations of such Loan Party, enforceable against itthe Loan Parties in accordance with their respective terms, and such Loan Party has no valid defensethe 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 enforcementLoan 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 suchthe 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 _Borrowers:the ​ are and willshall be entitled to all of 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.Documents.

Each Loan Party hereby acknowledges, confirmsratifies and agrees that: # this Agreement constitutes a Loan Document,reaffirms that # 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,Party to the Administrative Agent and eachto the ​ and is and will remain in full force and effect as of the date hereof except as modified pursuant hereto,hereof; # the agreements and obligations of sucheach Loan Party contained in the Loan Documents, including, without limitation, all payment, performance, indemnification and other obligations and all guarantees of such documents and in this Agreementobligations constitute the legal, valid and binding Obligationsobligations of such Loan Party, enforceable against itthe Loan Parties in accordance with their respective terms, and such Loan Party has no valid defensethe 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 enforcementLoan 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 suchthe 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 _Borrowers:the ​ are and willshall be entitled to all of 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.Documents.

SECTION # Loan Documents. Each of the Loan Documents has been duly authorized by the Borrower and each other Loan Party hereby acknowledges, confirms and agrees that: # this Agreement constitutes athereto; when each Loan Document, # each of the Credit Agreement and the other Loan Documents to which it is a partyDocument has been duly executed and delivered to Administrative Agent by such Loan Party,the Borrower 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 suchother Loan Party contained in such documents and in this Agreement constitute the legal,that is a party thereto, and, assuming that each Loan Document is a valid and binding Obligationsobligation of suchthe Administrative Agent, each Loan Party,Document will be, a valid and binding agreement of the Borrower and each other Loan Party that is a party thereto, enforceable against itthe Borrower and each other Loan Party in accordance with their respective terms,its terms except as the enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and such Loan Party has no valid defenseother similar laws relating to the enforcementor affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of such Obligations, # Administrative Agentgood faith 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.fair dealing.

The Credit Agreement, as amended by this Agreement constitutes a Loan Document, # each ofAmendment, the Credit Agreement and the other Loan Documents to which it is a party has been dulyand each and every other document executed and delivered to the Administrative Agent by such Loan Party, and eachthe Lenders in connection with this Amendment to which Borrower 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 Agreementa party constitute the legal, valid and binding Obligationsobligations of such Loan Party,the Borrower, enforceable against itthe Borrower in accordance with their respective terms, and such Loan Party has no valid defense toterms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of such Obligations, # Administrative Agent and ​ are and will be entitledcreditors’ rights generally or by equitable principles relating 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.enforceability.

SECTION # Binding Effect of Documents. Each Loan Party hereby acknowledges, confirmsEffect. This Agreement has been, and agrees that: # this Agreement constitutes aeach other Loan Document, # each of the Credit Agreement and the other Loan Documents to which it is a party has beenwhen delivered hereunder, will have been, duly executed and delivered to Administrative Agent by such Loan Party,each Credit Party that is party thereto. This Agreement constitutes, and each is andother Loan Document when so delivered 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 theconstitute, a legal, valid and binding Obligationsobligation of such LoanCredit Party, enforceable against iteach Credit Party that is party thereto in accordance with their respectiveits terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and such Loan Party has no valid defensesubject to the enforcementgeneral principals 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.equity.

Binding Effect of Documents. Each Loan Party hereby acknowledges, confirms and agrees that: # thisEffect. This Agreement constitutes a Loan Document, # each of the Credit Agreementconstitutes, and the other Loan Documents to which itany Borrower is a party has beenwhen duly executed on behalf of such Borrower and delivered to Administrative Agent by such Loan Party,in accordance with this Agreement will constitute, the valid and each is and will remain in full force and effect as of the date hereof except as modified pursuant hereto, # the agreements andbinding obligations of such Loan Party contained in such documents and in this Agreement constitute the legal, valid and binding Obligations of such Loan Party,Borrower, enforceable against itsuch Borrower in accordance with their respective terms, and such Loan Party has no valid defenseexcept as may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws of general applicability relating 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 effectivelimiting creditors’ rights generally 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.by general equity principles.

Binding Effect of Documents. Each Loan Party hereby acknowledges, confirmsEffect. This Agreement has been, and agrees that: # this Agreement constitutes aeach other Loan Document, # each of the Credit Agreement and the other Loan Documents to which it is a party has beenwhen delivered hereunder, will have been, duly executed and delivered to Administrative Agent by sucheach Loan Party,Party that is party thereto. This Agreement constitutes, and each is andother Loan Document when so delivered 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 theconstitute, a legal, valid and binding Obligationsobligation of such Loan Party, enforceable against iteach Loan Party that is party thereto in accordance with their respectiveits terms, and such Loan Party has no valid defense to the enforcementexcept as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by general principles 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.equity.