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Continued Effectiveness of the Credit Agreement and Other Loan Documents. The Borrower hereby # acknowledges and consents to this Amendment for itself and each other Loan Party, # confirms and agrees that the Credit 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 Effective Date, all references in any such Loan Document to “the Credit Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit 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 Agent, for the benefit of the Agent and the Lenders, or to grant to the Agent, for the benefit of the Agent 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 Credit 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 Credit 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

Continued Effectiveness of the CreditFinancing Agreement and Other Loan Documents. The BorrowerEach Loan Party hereby # acknowledges and consents to this Amendment for itself and each other Loan Party,Amendment, # confirms and agrees that the CreditFinancing 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 Credit Agreement"the Financing Agreement", the Agreement"Agreement", “thereto”"thereto", “thereof”"thereof", “thereunder”"thereunder" or words of like import referring to the CreditFinancing Agreement shall mean the CreditFinancing 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 Agent,[[Collateral Agent:Organization]], for the benefit of the AgentAgents and the Lenders,, or to grant to the Agent,[[Collateral Agent:Organization]], for the benefit of the AgentAgents 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 CreditFinancing 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 CreditFinancing 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 EffectivenessSection # Reaffirmation. Each Loan Party consents to the amendment of the Credit Agreement and Other Loan Documents. The Borrowereffected hereby # acknowledges and consents to this Amendment for itself and each other Loan Party, # confirms and agrees thatthat, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement and eachAgreement, 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 Effective Date, all references in any such Loan Document to “the Credit Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit 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 Agent, for the benefit of the Agent and the Lenders, or to grant to the Agent, for the benefit of the Agent and the Lenders, 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 CreditGuaranty 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 Credit 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 and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms therein.

Continued Effectiveness of theEach Credit Agreement and Other Loan Documents. The BorrowerParty hereby # acknowledges that it has read this Amendment and consents to this Amendment for itselfthe terms hereof and each other Loan Party, # confirmsfurther hereby affirms, confirms, represents, warrants and agrees that # notwithstanding the effectiveness of this Amendment, the obligations of such Credit AgreementParty 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 andin each case, as amended hereby; # after giving effect to this Amendment, # neither the Amendment Effective Date, all references in any such Loan Document to “the Credit Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or wordsamendment of like import referring to the Credit Agreement (by this Amendment) nor the execution, delivery and performance of this Amendment or any other Loan Document shall meanimpair the Credit Agreement as amended by this Amendment,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 # confirmsin the case of any Subsidiary Guarantor, its Subsidiary Guaranty, as and agrees that, to the extent that any such Loan Document purports to assign or pledge to the Agent, for the benefit of the Agentprovided therein, shall continue in full force and the Lenders, or to grant to the Agent, for the benefit of the Agent 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 existingeffect in respect of the Obligations under the Credit Agreement (as amended hereby)Agreement, this Amendment and the other Loan Documents, such pledge, assignment and/or grantDocuments; # neither the modification 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 Credit 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 anddelivery, performance or effectiveness of this Amendment shallrequires 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 Effectiveness ofExcept as specifically amended above, the Credit Agreement and Other Loan Documents. Theall other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Without limiting the foregoing, each Borrower hereby # acknowledges and consents toagrees that this Amendment for itself and each other Loan Party, # confirms and agrees thatthe transactions contemplated hereby shall not limit or diminish the obligations of such Borrower arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, # reaffirms its obligations under the Credit Agreement and each and every 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 Effective Date, all references in any such Loan Document to “the Credit Agreement(including, without limitation, each applicable Collateral Document), the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, and # confirms and agrees that, toreaffirms all Liens on the extent that any such Loan Document purports to assign or pledge to the Agent, for the benefitCollateral which have been granted by it in favor of the Administrative Agent (for itself and the Lenders, orother Holders of Secured Obligations) pursuant to grant to the Agent, for the benefit of the Agent 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 Credit 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 Credit 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 Documents.

Continued Effectiveness of the Credit Agreement and OtherFinancing Agreement. Each Loan Documents. The BorrowerParty hereby # acknowledges and consents to this Amendment for itself and each other Loan Party, # confirms and agrees that the Credit 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 Effective Date, all referencesDate each reference in any such Loan Documentthe Financing Agreement to “the Credit Agreement“this Agreement”, the “Agreement“hereunder”, “thereto”, “thereof”, “thereunder”“hereof” or words of like import referring to the Credit AgreementFinancing Agreement, 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 CreditFinancing 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 Agent, for the benefit of theCollateral Agent and the Lenders,or any Lender, or to grant to the Agent, for the benefit of theCollateral Agent and the Lenders,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 CreditFinancing 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 Credit 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

Continued EffectivenessThe Borrower, on behalf of the Credit Agreement and Other Loan Documents. The Borrower hereby # acknowledges and consents to this Amendment for itself and each other Loan Party, #hereby confirms and agrees thatthat, notwithstanding the effectiveness 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 and eachAgreement, 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 Effective Date, all referencesexisting security interests granted by the Loan Parties in any such Loan Document to “the Credit Agreement”,favor of the Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referringSecured Parties pursuant to the Credit AgreementLoan Documents in the Collateral described therein shall meancontinue to secure the Credit 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 Agent, for the benefit of the Agent and the Lenders, or to grant to the Agent, for the benefit of the Agent and the Lenders, 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 Credit 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 Credit 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 Documents.

Continued Effectiveness ofExcept as specifically amended above, the Credit Agreement and Other Loan Documents. Theall other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Without limiting the foregoing, each Borrower hereby # acknowledges and consents toagrees that this Amendment for itself and each other Loan Party, # confirms and agrees thatthe transactions contemplated hereby shall not limit or diminish the obligations of such Borrower arising under or pursuant to the Credit Agreement and the other Loan Documents to which it is a party, # reaffirms its obligations under the Credit Agreement and each and every 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 Effective Date, all references in any such Loan Document to “the Credit Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment,(including, without limitation, each applicable Collateral Document) and # confirms and agrees that, toreaffirms all Liens on the extent that any such Loan Document purports to assign or pledge to the Agent, for the benefitCollateral which have been granted by it in favor of the Administrative Agent (for itself and the Lenders, orother Holders of Secured Obligations) pursuant to grant to the Agent, for the benefit of the Agent 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 Credit 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 Credit 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 Documents.

Continued EffectivenessSECTION # Consent and Affirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Existing Credit Agreement and Other Loan Documents. The Borrowereffected hereby # acknowledges and consents to this Amendment for itself and each other Loan Party, # confirms and agrees thatthat, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement and eachAgreement, 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 Effective Date, all references in any such Loan Document to “the Credit Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit 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 Agent, for the benefit of the Agent and the Lenders, or to grant to the Agent, for the benefit of the Agent 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 Credit 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 Credit 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

Continued EffectivenessThe Credit Agreement, as specifically amended by this Amendment, and each of the Credit Agreement and Other Loan Documents. The Borrower hereby # acknowledges and consents to this Amendment for itself and each other Loan Party, # confirms and agrees that the Credit Agreement and each other Loan Document to which it is a party is,Documents are and shall continue to be,be in full force and effect and isare hereby in all respects ratified and confirmed inconfirmed. Without limiting the generality of the foregoing, the Collateral Documents and all respects, except that onof the Collateral described therein do and aftershall continue to secure the Amendment Effective Date,payment of all references in any such Loan Document to “the Credit Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall meanObligations including without limitation under the Credit 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 Agent, for the benefit of the Agent and the Lenders, or to grant to the Agent, for the benefit of the Agent 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 Credit Agreement (as amended hereby)Amendment 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 Credit 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 Documents.

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