Continued Effectiveness of the Financing Agreement and Other Loan Documents. Each Loan Party hereby # acknowledges and consents to this Amendment, # confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Amendment No. 5 Effective Date, all references in any such Loan Document to "the Financing Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and # confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, or to grant to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

Continued Effectiveness of the Financing Agreement and Other Loan Documents.Agreement. Each Loan Party hereby # acknowledges and consents to this Amendment, # confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Amendment No. 5 Effective Date, all referencesDate each reference in any such Loan Documentthe Financing Agreement to "the Financing Agreement"“this Agreement”, the "Agreement"“hereunder”, "thereto", "thereof", "thereunder"“hereof” or words of like import referring to the Financing AgreementAgreement, and each reference in any other Loan Document to “the Financing Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Financing Agreement, shall mean and be a reference to the Financing Agreement as amended by this Amendment, and # confirms and agrees that,that to the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​,Agent or any Lender, or to grant to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​,Agent or any Lender a security interest in or Lien on any Collateralcollateral as security for the Obligations of thesuch Loan PartiesParty from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest ora Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

Continued Effectiveness of the FinancingCredit Agreement and Other Loan Documents. Each Loan PartyThe Borrower hereby # acknowledges and consents to this Amendment,Amendment for itself and each other Loan Party, # confirms and agrees that the FinancingCredit Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Amendment No. 5 Effective Date, all references in any such Loan Document to "the Financing Agreement"“the Credit Agreement”, the "Agreement"“Agreement”, "thereto"“thereto”, "thereof"“thereof”, "thereunder"“thereunder” or words of like import referring to the FinancingCredit Agreement shall mean the FinancingCredit Agreement as amended by this Amendment, and # confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]],Agent, for the benefit of the AgentsAgent and the ​,Lenders, or to grant to the [[Collateral Agent:Organization]],Agent, for the benefit of the AgentsAgent and the ​,Lenders, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the FinancingCredit Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties'Parties’ obligations to repay the Loans in accordance with the terms of FinancingCredit Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

Continued Effectiveness of the Financing Agreement and Other Loan Documents.Section # Reaffirmation. Each Loan Party hereby # acknowledges and consents to this Amendment, #the amendment of the Credit Agreement effected hereby and confirms and agrees thatthat, notwithstanding the Financing Agreementeffectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and eachthe obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party is,are, and shall continue to be, in full force and effect and isare hereby ratified and confirmed in all respects, except that on and after the Amendment No. 5 Effective Date, all references in any such Loan Document to "the Financing Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Financing Agreement shall mean the Financing Agreementeach case, as amended by this Amendment,Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms # confirmsthe existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and agrees that,effect after giving effect to this Amendment to secure the Obligations as and to the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, or to grant to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, a security interestprovided in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect ofDocuments and # its obligations under the FinancingGuaranty Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness ofeffect after giving effect to this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lenderand the obligations under this Amendment constitute “Obligations” included within the Financing Agreement or any other Loan Document nor constitute a waiver of any provision ofGuarantee in accordance with the Financing Agreement or any other Loan Document.terms therein.

Continued Effectiveness of the Financing Agreement and Other Loan Documents. Each LoanCredit Party hereby # acknowledges that it has read this Amendment and consents to this Amendment, # confirmsthe terms hereof and further hereby affirms, confirms, represents, warrants and agrees that # notwithstanding the Financing Agreementeffectiveness of this Amendment, the obligations of such Credit Party under each of the Loan Documents to which it is a party shall not be impaired and each otherof the Loan DocumentDocuments to which itsuch Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratifiedconfirmed and confirmedratified in all respects, except that on and after the Amendment No. 5 Effective Date, all references in any such Loan Document to "the Financing Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Financing Agreement shall mean the Financing Agreementeach case, as amended byhereby; # after giving effect to this Amendment, and # confirms and agrees that, toneither the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]], for the benefitamendment of the Agents and the ​, or to grant to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the FinancingCredit Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein,(by this Amendment) nor the execution, delivery and effectivenessperformance of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waivershall impair the validity, effectiveness or priority of the Liens granted pursuant to the Security Documents (as in effect immediately prior to the date hereof, the “Existing Collateral Documents”) and such Liens shall continue unimpaired with the same priority to secure repayment of all the Obligations, whether heretofore or hereafter incurred, and # in the case of any provisionSubsidiary Guarantor, its Subsidiary Guaranty, as and to the extent provided therein, shall continue in full force and effect in respect of the Financing Agreement or anyObligations under the Credit Agreement, this Amendment and the other Loan Document.Documents; # neither the modification of the Credit Agreement (by this Amendment) nor the execution, delivery, performance or effectiveness of this Amendment requires any new filings be made or other actions taken to perfect or maintain the perfection of such Liens; and # the position of the Lenders with respect to such Liens, the Collateral (as defined in the Collateral Documents) in which a security interest was granted pursuant to the Security Documents, and the ability of the Administrative Agent to realize upon such Liens pursuant to the terms of the Security Documents have not been adversely affected in any material respect by modification of the Credit Agreement effectuated pursuant to this Amendment or by the execution, delivery, performance or effectiveness of this Amendment.

Continued EffectivenessSECTION # Consent and Affirmation of the Financing Agreement and Other Loan Documents.Parties. Each Loan Party hereby # acknowledges and consents to this Amendment, #the amendment of the Existing Credit Agreement effected hereby and confirms and agrees thatthat, notwithstanding the Financing Agreementeffectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and eachthe obligations of such Loan Party contained in the Existing Credit Agreement, this Amendment or in any other Loan Document to which it is a party is,are, and shall continue to be, in full force and effect and isare hereby ratified and confirmed in all respects, except that on and after the Amendment No. 5 Effective Date, all references in any such Loan Document to "the Financing Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Financing Agreement shall mean the Financing Agreementeach case as amended by this Amendment,Amendment. For greater certainty and #without limiting the foregoing, each Loan Party hereby confirms that the validity, perfection and agrees that,priority of existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the extent that any such Loan Document purports to assign or pledge toDocuments in the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, or to grant to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not anddescribed therein shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordancecontinue unimpaired with the terms of Financing Agreement orsame priority to secure the obligations of the Loan Parties under the Existing Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents and in the case of any Guarantor, its Guarantee of the Obligations, as and to the extent provided in the Loan Document to which they are a party, all of which obligationsDocuments, shall remaincontinue in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

Continued Effectiveness of the Financing Agreement and Other Loan Documents. Each Loan Party hereby # acknowledges and consents to this Amendment, # confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Amendment No. 5 Effective Date, all references in any such Loan Document to "the Financing Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and # confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, or to grant to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, a security interest in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien isare hereby ratified and confirmed in all respects. This Amendment does notLenders’ and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing AgreementAgent’s execution and delivery of, or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness ofacceptance of, this Amendment shall not operatebe deemed to create a course of dealing or otherwise create any express or implied duty by any of them to provide any other or further amendments, consents or waivers in the future. The Loan Parties hereby reaffirm the security interest granted pursuant to the Loan Documents and hereby reaffirm that such grant of security in the Collateral granted as a waiverof the Closing Date continues without novation and secures all Secured Obligations under the Loan Agreement and the other Loan Documents. The Loan Parties acknowledge and agree that they do not have any defense, set-off, counterclaim or challenge against the payment of any right, powersums owing under the Loan Agreement and the other Loan Documents, or remedythe enforcement of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreementterms or any other Loan Document.conditions thereof.

Continued EffectivenessThe Borrower, on behalf of the Financing Agreementitself and Othereach other Loan Documents. Each Loan PartyParty, hereby # acknowledges and consents to this Amendment, # confirms and agrees thatthat, notwithstanding the Financing Agreementeffectiveness of this Amendment, each Loan Document to which any Loan Party is a party is, and the obligations of each Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party is,are, and shall continue to be, in full force and effect and isare hereby ratified and confirmed in all respects, exceptin each case as modified by this Amendment. For greater certainty and without limiting the foregoing, the Borrower, on behalf of itself and each other Loan Party, hereby confirms that on and after the Amendment No. 5 Effective Date, all referencesexisting security interests granted by the Loan Parties in any such Loan Document to "the Financing Agreement",favor of the "Agreement", "thereto", "thereof", "thereunder" or words of like import referringSecured Parties pursuant to the Financing AgreementLoan Documents in the Collateral described therein shall meancontinue to secure the Financing AgreementObligations as amended by this Amendment, and # confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, or to grant to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, a security interestprovided in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.Documents.

Continued EffectivenessREAFFIRMATION. Except as expressly amended hereby, all of the Financingterms and conditions of the Loan Agreement and Otherthe other Loan Documents.Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. This Amendment shall be deemed incorporated into and made a part of the Loan Agreement, and all references to the Loan Agreement in any Loan Document (including the Loan Agreement) shall mean the Loan Agreement as modified by this Amendment. The Loan Documents and this Amendment shall be construed as integrated and complementary of each other, and as augmenting and not restricting Agent’s and/or Lender’s rights, remedies and security. If, after applying the foregoing, an inconsistency still exists, the provisions of this Amendment shall control. Each Loan Party hereby # acknowledges and consents to this Amendment, #also confirms and agreesratifies in all respects the Lender Debt outstanding under the Loan Documents, and acknowledges that the Financing Agreement and each other Loan Document to which it is a party is, andDocuments shall continue in full force and effect as therein written except as amended hereby and that no claims, counterclaims, offsets or defenses arising out of or with respect to be,the Lender Debt under the Loan Documents exist. Each Loan Party hereby confirms that all security interests at any time granted by it to Agent continue in full force and effect and secure and shall continue to secure the Lender Debt, so long as any such liabilities or obligations remain outstanding and that all property subject thereto remain free and clear of any liens or encumbrances other than Permitted Liens. Nothing herein contained is hereby ratified and confirmed in all respects, except that on and after the Amendment No. 5 Effective Date, all referencesintended to in any such Loan Document to "the Financing Agreement",manner impair or limit the "Agreement", "thereto", "thereof", "thereunder" or wordsvalidity, priority and extent of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and # confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, or to grant to the [[Collateral Agent:Organization]], for the benefit of the Agents and the ​, aAgent’s existing security interest in or Lien on any Collateral as security forand liens upon the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects. This Amendment does not and shall not affect any of the obligations of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement or the obligations of the Loan Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.Collateral.

Continued Effectiveness ofThis Amendment is a Loan Document. The Loan Agreement as amended by this Amendment is hereby ratified, approved, confirmed, and continued in each and every respect, and the Financing Agreement and Other Loan Documents. Each Loan Party hereby # acknowledges and consents to this Amendment, # confirms and agreesparties hereto agree that the FinancingLoan Agreement and each other Loan Document to which it is a party is, and shall continue to be,remains in full force and effect and is hereby ratified and confirmed in all respects, except that onaccordance with its terms. Nothing contained herein shall be construed to release, terminate or act as a novation of, in whole or in part, any Loan Document or any guaranty, lien, mortgage, deed, debenture, indenture, pledge or security interest granted pursuant thereto. All references to the Loan Agreement in each of the Loan Documents and after the Amendment No. 5 Effective Date, all references in any such Loan Documentother document or instrument shall hereafter be deemed to "the Financing Agreement", the "Agreement", "thereto", "thereof", "thereunder" or words of like import referringrefer to the Financing Agreement shall mean the FinancingLoan Agreement as amended hereby. The Loan Documents shall remain unchanged and in full force and effect, except as provided in this Amendment or in any agreement executed and delivered by this Amendment, and # confirms and agrees that, to the extent that any such Loan Document purports to assign or pledge to the [[Collateral Agent:Organization]], for the benefit of the AgentsLender in connection herewith, and the ​, or to grant to the [[Collateral Agent:Organization]], for the benefit of the AgentsLoan Documents are hereby ratified, confirmed, and the ​, a security interestcontinued in or Lien on any Collateral as security for the Obligations of the Loan Parties from time to time existing in respect of the Financing Agreement (as amended hereby)full force and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmedeffect in all respects. This Amendment does not and shall not affectbe construed as a waiver or amendment of any of the obligationsother provision of the Loan Parties, other than as expressly provided herein, including, without limitation, the Loan Parties' obligations to repay the Loans in accordance with the terms of Financing Agreement or the obligationsother Loan Documents or for any purpose, except as expressly set forth herein, or a consent to any other, further or future action on the part of the LoanBorrower or the other Credit Parties under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect. Except as expressly provided herein,that would require the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Lender under the Financing Agreement or any other Loan Document nor constitute a waiver of any provisionconsent of the Financing Agreement or any other Loan Document.Lender.