Agreement to Guarantee. The [[New Guarantor:Organization]] hereby agrees, jointly and severally with all Existing ​, to unconditionally guarantee the Borrower’s Obligations under the Loan Documents on the terms and subject to the conditions set forth in the Guaranty and to be bound by all applicable provisions of the Credit Agreement and the Notes and to perform all of the obligations and agreements of a Guarantor under the Guaranty. Effective as of the date hereof, the [[New Guarantor:Organization]] hereby becomes a party to the Guaranty as a Guarantor thereunder with the same effect as if the [[New Guarantor:Organization]] were an original signatory to the Guaranty.

Credit Agreement. This Agreement executed by the Company and each of the Agents and the Banks;

Credit Agreement. Counterparts of this Agreement, duly executed by each Lender and Borrower;

Credit Agreement. The Administrative Agent shall have received this Agreement executed and delivered by the Administrative Agent, the Company and each Person listed on [Schedule 1].1A.

Credit Agreement. “Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as of September 26, 2019, by and among the Borrower, the Lenders, and the Administrative Agent, together with the Exhibits and Schedules attached thereto as amended by the First Amendment to Amended and Restated Credit Agreement dated as of January 6, 2020, and effective as of December 31, 2019, and the Second Amendment to Amended and Restated Credit Agreement dated as of June 30, 2020.

Amendments to the Existing Credit Agreement. On the terms of this Amendment and subject to the satisfaction of the conditions precedent set forth in Section 4 below:

Amendments to the Existing Credit Agreement. Effective as of the Conforming Changes Amendment Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached as Annex A hereto.

Execution of Credit Agreement; Loan Documents. The Administrative Agent shall have received # counterparts of this Agreement, executed by a Responsible Officer of each Loan Party and a duly authorized officer of each Lender, # for the account of each Lender requesting a Note, a Note executed by a Responsible Officer of the Borrower, and # counterparts of any other Loan Document, executed by a Responsible Officer of the applicable Loan Party and a duly authorized officer of each other Person party thereto.

References to Credit Agreement and Ratification. Each reference to the Credit Agreement that is made in the Credit Agreement or any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as otherwise specifically provided herein, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document.

Employment Agreement Supersedes Award Agreement. In the event a Participant is a party to an employment agreement with the Company or an Affiliate that provides for an annual incentive opportunity on terms more favorable to the Participant than the Participant’s Annual Incentive Award under this Plan, the employment agreement shall be controlling with respect to such Award and an employment agreement or modification to an employment agreement shall be deemed to modify the terms of any pre-existing Annual Incentive Award only if the terms of the employment agreement expressly so provide.

LLC Agreement and Exercise Agreement. Nothing in this Agreement shall in any way supersede, modify, replace, amend, rescind, waive, narrow or broaden any provision set forth in Section 7.02 of the LLC Agreement or the Exercise Agreement (including, without limitation, all representations, warranties, covenants and agreements therein contained) or any of the rights, remedies or obligations arising therefrom, it being understood that all such representations, warranties, covenants and agreements therein contained and all rights, remedies and obligations arising therefrom shall survive the execution and delivery of this Agreement and the doctrine of merger shall not apply hereto or thereto. Blocker Parent makes no and disclaims all warranties with respect to the Blocker Interests except to the extent expressly set forth in Section 7.02 of the LLC Agreement or the Exercise Agreement.

Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding by and between the Parties with respect to the subject matter hereof, and supersedes any and all prior negotiations, agreements or understandings relating thereto.

Entire Agreement. The Award Terms and the Plan embody the entire understanding and agreement of the parties with respect to the subject matter hereof, and no promise, condition, representation or warranty, express or implied, not stated or incorporated by reference herein, shall bind either party hereto.

Complete Agreement. This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.