Ratification. Borrower hereby ratifies, confirms and agrees that, following the effectiveness of this Amendment: # the Credit Agreement, the Notes, and the other Credit Documents shall remain in full force and effect; # all guaranties, assurances, and Liens granted, conveyed, or assigned to Administrative Agent under the Credit Documents by such Person are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of the present and future Obligation; and # the Notes shall continue to evidence and secure, in the manner and to the extent provided therein, the performance of the Obligations under the Credit Agreement.

Ratification. Except as modified by this Amendment, the terms and provisions of the Employment Agreement shall continue in full force and effect and are hereby ratified by the parties.

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

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all inconsistent terms and provisions set forth in the Original Credit Agreement and except as expressly modified and superseded by this Amended and Restated Credit Agreement, the terms and provisions of the Original Credit Agreement and the other Loan Documents are ratified and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.

Ratification. The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

Ratification. Except as specifically amended or modified herein, all other provisions of the Existing Mortgage shall remain in full force and effect, and Mortgagee hereby ratifies and affirms the same. In confirmation of the foregoing, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, # MORTGAGOR HEREBY MORTGAGES, WARRANTS AND GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN AND HEREBY MORTGAGES, WARRANTS, GRANTS, CONVEYS, ASSIGNS, TRANSFERS AND SETS OVER TO MORTGAGEE, WITH MORTGAGE COVENANTS, the Mortgaged Property, TO HAVE AND TO HOLD the Mortgaged Property and the rights and privileges hereby mortgaged unto Mortgagee, its successors and assigns, # Mortgagor hereby grants to Mortgagee a security interest in that portion of the Mortgaged Property that constitutes personalty pursuant to the Code and # Mortgagor hereby assigns to Mortgagee the Leases and Rents, all to secure the payment and performance of the Obligations upon the terms and conditions set forth in the Existing Mortgage, as amended hereby.

Ratification of Liability. Each Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Loan Agreement, the Guaranty or any other Credit Document, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent or otherwise, under each Credit Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Credit Documents to which it is a party as security for the obligations under or with respect to the Loan Agreement, the Notes and the other Credit Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Credit Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Credit Document. Each Credit Party further agrees and reaffirms that the Credit Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Credit Document). Each such party # further acknowledges receipt of a copy of this Amendment and all other agreements, documents, and instruments executed or delivered in connection herewith, # consents to the terms and conditions of same, and # agrees and acknowledges that each of the Credit Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the Agent, nor constitute a waiver of any provision of any of the Credit Documents nor constitute a novation of any of the obligations under the Credit Documents.

Execution and Delivery of Guaranty Ratification. Each Subsidiary Guarantor, if any, shall execute and deliver a ratification of its Subsidiary Guaranty.

“Ratification Agreement” means the Confirmation and Ratification Agreement dated as of the FirstThird Amendment Effective Date by and among the Loan Parties and the ​.

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.