Ratification of Loan Documents. This Amendment shall be incorporated into and deemed a part of the Loan Agreement. Except as expressly set forth herein, all of the terms and conditions of the Loan Agreement and Loan Documents are hereby ratified and confirmed and continue unchanged and in full force and effect. All references to the Loan Agreement shall mean the Loan Agreement as modified by this Amendment.

Ratification of Loan Documents. Except as otherwise expressly provided herein, all terms and conditions of the Credit Agreement, the Security Agreement, the Facility Guaranty and the other Loan Documents remain in full force and effect. The Loan Parties hereby ratify, confirm, and reaffirm that all representations and warranties of the Loan Parties contained in the Credit Agreement, the Security Agreement and each other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that # such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects on and as of such earlier date, or # such representations and warranties are subject to “materiality” or “Material Adverse Effect” or similar language, in which case they are true and correct in all respects. The Guarantors hereby acknowledge, confirm and agree that the Guaranteed Obligations of the Guarantors under, and as defined in, the Facility Guaranty include, without limitation, all Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations have been amended pursuant to this Amendment. The Loan Parties hereby acknowledge, confirm and agree that the Security Documents and any and all Collateral previously pledged to the Collateral Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all applicable Obligations of the Loan Parties at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents.

The ​ and each other [[Loan Party:Organization]], as debtors, grantors, pledgors, ​, or in other similar capacities in which such Loan Parties grant liens or security interests in their properties, in each case under the Existing Loan Documents, all of the terms and conditions of which are incorporated herein by reference, hereby each # ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of such Existing Loan Documents to which it is a party, and # to the extent such [[Loan Party:Organization]] granted liens on or security interests and re-grants such grant of security and confirms that such liens and security interests continue to secure the Obligations, including, without limitation, all additional Obligations resulting from or incurred pursuant to this Agreement. Each [[Loan Party:Organization]] agrees that the Liens granted to the [[Administrative Agent:Organization]] on behalf of the Secured Parties pursuant to the Existing Loan Documents and any other documents or instruments executed, filed or recorded in connection therewith, shall remain outstanding and in full force and effect, without interruption or impairment on and at all times after the Effective Date to secure the Obligations as defined herein and the “Obligations” or “Secured Obligations” as those terms are defined in the Existing Loan Documents, as modified by this Agreement, in favor of the [[Administrative Agent:Organization]] for itself and the Secured Parties. Each [[Loan Party:Organization]] represents and warrants to the [[Administrative Agent:Organization]] and the Secured Parties that each of the representations and warranties applicable to it contained in each of the Existing Loan Documents to which it is a party is true and correct on and as of the date hereof. Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement shall not modify the Existing Loan Documents or operate as a waiver of any right, power or remedy of the [[Administrative Agent:Organization]] or any Secured Party under the Existing Loan Documents, not constitute a waiver of any provision of any of the Existing Loan Documents.

non-compliance

Effect on Loan Documents. Each of the Loan Documents shall be deemed amended as set forth hereinabove and to the extent necessary to carry out the intent of this Agreement. Without limiting the generality of the foregoing, each reference in the Loan Documents to the “Note”, the “Credit Agreement”, or any other “Loan Documents” shall be deemed to be references to said documents, as amended hereby. Except as expressly set forth herein, all of the Loan Documents and the Guaranty shall remain in full force and effect in accordance with their respective terms, and all of the remaining terms and provisions of the Loan Documents and the Guaranty are hereby ratified and confirmed. Borrower agrees that the Loan Documents shall continue to evidence, secure, guarantee or relate to, as the case may be, the Loans. Guarantor agrees that the Guaranty shall continue to secure the Loan.

The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The modifications set forth herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with the Loan Documents nor operate as a waiver of any Event of Default or Unmatured Event of Default, shall not operate as a consent to any waiver, consent or further amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver or amendment which may hereafter be requested by Borrower remains in the sole and absolute discretion of Agent and the ​. To the extent that any terms or provisions of this Amendment conflict with those of the Credit Agreement or the other Loan Documents, the terms and provisions of this Amendment shall control.

SECTION # Reaffirmation and Ratification. On the Amendment Effective Date and as of the Initial First-Out Loan Borrowing Date, the Loan Parties hereby:

Loan Documents. The Administrative Agent shall have received:

Reaffirmation. In all other respects the terms and conditions of the Loan Agreement and other Loan Documents remain unchanged and in full force and effect.

Lease Ratification and Effect. Except as expressly amended hereby, all of the terms, provisions, covenants and conditions of the Lease are hereby ratified and confirmed and shall continue in full force and effect.

Existing Loan Documents. The Loan Parties hereby acknowledge, confirm and agree that: # the Existing Loan Documents have been duly executed and delivered by the Loan Parties and are in full force and effect as of the date hereof and # the agreements and obligations of the Loan Parties contained in the Existing Loan Documents constitute the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, and the Loan Parties have no valid defense to the enforcement of such obligations and # Agent on behalf of the Credit Parties is entitled to all of the rights and remedies provided for in favor of Agent (in its capacity as agent under the Existing Credit Agreement) and the Existing Lender in the Existing Loan Documents, as amended and restated

Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Revolving Credit Lender requesting a Revolving Credit Note, a Swingline Note in favor of the Swingline Lender (in each case, if requested thereby), and the Security Documents, together with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder.

Perform Loan Documents. ​ shall observe, perform and satisfy all the terms, provisions, covenants and conditions of, and shall pay when due all costs, fees and expenses to the extent required under the Loan Documents executed and delivered by, or applicable to, ​.

The Loan Documents. The execution, delivery and performance by Borrower of each Loan Document to which it is a party are within Borrower's powers, have been duly authorized by all necessary action, do not contravene # Borrower's charter or by-laws or # any law or any contractual restriction binding on or affecting Borrower, and do not result in or require the creation of any Lien, security interest or other charge or encumbrance (other than pursuant to the terms thereof) upon or with respect to any of its properties.

Other Loan Documents. This Note is secured, inter alia, by that certain Mortgage, Security Agreement and Fixture Filing of even date herewith from the Borrower in favor of the Lender, covering certain property more particularly described therein. This Note is referred to in, and is entitled to the benefits of, the Loan Agreement and other Loan Documents, including the representations, warranties, covenants, conditions, security interests and liens contained or granted therein. The Loan Agreement, among other things, provides for the making of the Loan by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also provides for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified.

Ratification. Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement, as amended hereby, and the Loan Documents effective as of the date hereof.

Ratification. The terms and provisions set forth in this Third Amended and Restated Credit Agreement shall modify and supersede all inconsistent terms and provisions set forth in the Original Credit Agreement and except as expressly modified and superseded by this Amended and Restated Credit Agreement, the terms and provisions of the Original Credit Agreement and the other Loan Documents are ratified and confirmed. Upon the effectiveness of this third Amended and Restated Credit Agreement, the Japanese Borrower shall no longer be a “Borrower” hereunder. For all matters arising prior to the effective date of this Third Amended and Restated Credit Agreement, the Original Credit Agreement (as unmodified by this Third Amended and Restated Credit Agreement) shall control.