Common use of Acknowledgement and Affirmation Clause in Contracts

Acknowledgement and Affirmation. Each of the Loan Parties hereby (i) acknowledges and agrees that the 2023 Refinancing Term Loans are Term Loans and each 2023 Refinancing Term Lender is a Term Lender and that all of the obligations of the Loan Parties under the Loan Documents (including, without limitation, the Security Agreement and any other Collateral Documents) to which they are a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Agent, as successor to the Resigning Agent, for the benefit of the Secured Parties (including the 2023 Refinancing Term Lenders), (iii) acknowledges and agrees that the grants of security interests by, and the guaranties of, the Loan Parties contained in the Loan Documents (including, without limitation, the Guaranties, the Security Agreements, the other Collateral Documents) are, and shall remain, in full force and effect after giving effect to this Amendment and shall extend to secure and guarantee (as the case may be) the Secured Obligations under (and as defined in) the Amended Credit Agreement, (iv) agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing Term Loans under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Security Agreements and the other Collateral Documents), and (v) each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 of the Credit Agreement shall apply to the execution and delivery by the Resigning Agent of this Amendment, and any related action taken or inaction by the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

Acknowledgement and Affirmation. (a) Each Loan Party confirms for the benefit of the Secured Parties that the guarantee and indemnities under the Credit Agreement and the Guaranty and Security Agreement, as applicable, given by such Loan Party (the “Guaranty Obligations”) shall remain in full force and effect notwithstanding the occurrence of the Incremental Facility Closing Date or any other additions, amendments, substitution, or supplements of or to the Loan Documents and the imposition of any amended, new or more onerous obligations under the Loan Documents in relation to any Loan Party and that the Guaranty Obligations extend to any new obligations assumed by any Loan Party under the Loan Documents (including without limitation the 2015 Incremental Term Loans and the Credit Agreement as amended by this Amendment Agreement), subject to the limitations set out in any Guaranty. (b) Each Loan Party confirms for the benefit of the Administrative Agent, the Collateral Agent and the Secured Parties hereby that: (i) acknowledges and agrees that the 2023 Refinancing Term Loans are Term Loans and each 2023 Refinancing Term Lender is a Term Lender and that all any Lien in respect of the obligations of any of the Loan Parties under the Loan Documents (includingor any of them) which has been created by such Loan Party in favor of the Collateral Agent or the Secured Parties, without limitationas the case may be, pursuant to the Guaranty and Security Agreement and any each other document to which such Loan Party is a party that purports to ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent or the Secured Parties (together with the Guaranty and Security Agreement, the “Collateral Documents”) to which they are a party are reaffirmed shall remain and remain continue in full force and effect on a continuous basisin accordance with its terms notwithstanding the occurrence of the Incremental Facility Closing Date and shall extend to any new obligations assumed by any Loan Party under the 2015 Incremental Term Loans, the Credit Agreement as amended by this Amendment Agreement and this Amendment Agreement (including, for the avoidance of doubt, any guaranty), subject to the limitations set out in those Collateral Documents or any other Loan Document; (ii) reaffirms each Lien granted the obligations of the Loan Parties arising under the 2015 Incremental Term Loans, the Credit Agreement as amended by such Loan Party to the Agent, as successor to the Resigning Agentthis Amendment Agreement and this Amendment Agreement (including, for the benefit avoidance of doubt, any guaranty) are included in the Secured Parties (including the 2023 Refinancing Term Lenders), Obligations subject to any limitations set out in any Loan Document; (iii) acknowledges it undertakes with respect to paragraph (a) above and agrees this paragraph (b), to do all such acts or execute all such documents the Collateral Agent may reasonably require in order to ensure that the grants of security interests by, and existing Liens under the guaranties of, the Loan Parties contained in the Loan Collateral Documents (including, without limitation, the Guaranties, the Security Agreements, the other Collateral Documents) are, and shall remain, continues to be in full force and effect after giving effect and extends to this Amendment and shall extend to secure and guarantee (as any new Obligations assumed by any Loan Party under the case may be) 2015 Incremental Term Loans, the Secured Obligations under (and as defined in) the Amended Credit Agreement, as amended by this Amendment Agreement, and this Amendment Agreement (including, for the avoidance of doubt, any guaranty); and (iv) agrees that all references to the Secured Obligations include“Credit Agreement”, among other things and without limitation“Loan Documents”, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration “Loan” or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing Term Loans under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included its equivalent in the “Secured Obligations” (as defined existing Collateral Documents or in the Security Agreements and the other Collateral Documents), and (v) each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 of any guaranty is a reference to the Credit Agreement shall apply as amended by this Amendment Agreement to inter alia include the execution and delivery by the Resigning Agent of this Amendment, and any related action taken or inaction by the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances2015 Incremental Term Loans.

Acknowledgement and Affirmation. (a) Each Loan Party confirms for the benefit of the Secured Parties that the guarantee and indemnities under the Credit Agreement and the Guaranty and Security Agreement, as applicable, given by such Loan Party (the “Guaranty Obligations”) shall remain in full force and effect notwithstanding the occurrence of the Amendment No. 5 Effective Date or any other additions, amendments, substitution, or supplements of or to the Loan Documents and the imposition of any amended, new or more onerous obligations under the Loan Documents in relation to any Loan Party, subject to the limitations set out in any Guaranty. (b) Each Loan Party confirms for the benefit of the Administrative Agent, the Collateral Agent and the Secured Parties hereby that: (i) acknowledges and agrees that the 2023 Refinancing Term Loans are Term Loans and each 2023 Refinancing Term Lender is a Term Lender and that all any Lien in respect of the obligations of any of the Loan Parties under the Loan Documents (includingor any of them) which has been created by such Loan Party in favor of the Collateral Agent or the Secured Parties, without limitationas the case may be, pursuant to the Guaranty and Security Agreement and any each other document to which such Loan Party is a party that purports to ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent or the Secured Parties (together with the Guaranty and Security Agreement, the “Collateral Documents”) to which they are a party are reaffirmed shall remain and remain continue in full force and effect on a continuous basisin accordance with its terms notwithstanding the occurrence of the Amendment No. 5 Effective Date and shall extend to the Credit Agreement as amended by this Amendment and this Amendment (including, for the avoidance of doubt, any guaranty), subject to the limitations set out in those Collateral Documents or any other Loan Document; (ii) reaffirms each Lien granted by such Loan Party it undertakes with respect to the Agent, as successor to the Resigning Agent, for the benefit of the Secured Parties paragraph (including the 2023 Refinancing Term Lendersa) above and this paragraph (b), (iii) acknowledges and agrees to do all such acts or execute all such documents the Collateral Agent may reasonably require in order to ensure that the grants of security interests by, and existing Liens under the guaranties of, the Loan Parties contained in the Loan Collateral Documents (including, without limitation, the Guaranties, the Security Agreements, the other Collateral Documents) are, and shall remain, continues to be in full force and effect after giving effect (including, for the avoidance of doubt, any guaranty); and (iii) all references to this Amendment and shall extend to secure and guarantee (as the case may be) the Secured Obligations under (and as defined in) the Amended “Credit Agreement”, (iv) agrees that the Secured Obligations include“Loan Documents”, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration “Loan” or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing Term Loans under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included its equivalent in the “Secured Obligations” (as defined existing Collateral Documents or in the Security Agreements and the other Collateral Documents), and (v) each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 of any guaranty is a reference to the Credit Agreement shall apply to the execution and delivery as amended by the Resigning Agent of this Amendment, and any related action taken or inaction by the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

Acknowledgement and Affirmation. Each of the Loan Parties hereby (i) acknowledges and agrees that the 2023 Refinancing 2021 Incremental Term Loans are Term Loans and each 2023 Refinancing 2021 Incremental Term Lender is a Term Lender Lender, and that all of the obligations of the Loan Parties 2021 Incremental Term Lenders under the Loan Documents (including, without limitation, the Security Collateral Agreement and any other Collateral Security Documents) to which they are a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien its prior grant and the validity of the Liens granted by such Loan Party it pursuant to the Agent, as successor to the Resigning Agent, Security Documents for the benefit of the Secured Parties (including the 2023 Refinancing 2021 Incremental Term Lenders), (iii) affirms, acknowledges and agrees that confirms that, notwithstanding the grants effectiveness of security interests bythis Amendment, after giving effect to this Amendment, the Guaranty and the guaranties of, Liens created pursuant to the Loan Parties contained in the Loan Documents (including, without limitation, the Guaranties, Guaranty Agreement and the Security Agreements, Documents for the other Collateral Documents) are, and shall remain, benefit of the Secured Parties continue to be in full force and effect after giving effect to this Amendment and shall extend to secure and guarantee (as the case may be) the Secured Obligations under (and as defined in) the Amended Credit Agreement, Agreement and (iv) agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing 2021 Incremental Term Loans Facility under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Security Agreements Agreement and the other Collateral Security Documents), and (v) each . Each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 this Amendment do not constitute a novation but, rather, an amendment of the Credit Agreement shall apply to the terms of a pre-existing Indebtedness and related agreement, as provided herein. The execution and delivery by the Resigning Agent of this Amendment, and any related action taken or inaction by the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

Acknowledgement and Affirmation. Each of the Loan Parties hereby (i) acknowledges and agrees that the 2023 Refinancing New Term Loans are Term Loans and each 2023 the 2017 Refinancing Term Lender is a Term Lender Lender, and that all of the its obligations of the Loan Parties under the Loan Documents (including, without limitation, the each Security Agreement Agreements and any such other Collateral Security Documents) to which they are it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Agent, as successor to the Resigning Agent, Administrative Agent for the benefit of the Secured Parties (including the 2023 2017 Refinancing Term Lenders)Lender) and reaffirms the guaranties made pursuant to Section 8 of the Amended Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by, and the guaranties of, the Loan Parties contained in the Loan Documents (including, without limitation, the Guaranties, the each Security AgreementsAgreement, the other Collateral DocumentsSecurity Documents and the guaranty given by UK Holdco under an English law guarantee dated 3 October 2016 in favor of the Administrative Agent) are, and shall remain, in full force and effect after giving effect to this Amendment and shall extend to secure and guarantee (as the case may be) the Secured Obligations and the Guarantor Obligations under (and as defined in) the Amended Credit Agreement, Agreement and (iv) agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing New Term Loans under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the each Security Agreements Agreement and the other Collateral Security Documents). Except as expressly set forth herein, and (v) each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 of the Credit Agreement shall apply to the execution and delivery by the Resigning Agent of this Amendment, and any related action taken or inaction by the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings Holdings, UK Holdco or the any Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

Acknowledgement and Affirmation. Each Loan Party confirms for the benefit of the Secured Parties that the guarantee and indemnities under the Credit Agreement and the Guaranty and Security Agreement, as applicable, given by such Loan Party (the “Guaranty Obligations”) shall remain in full force and effect notwithstanding the occurrence of the Amendment No. 4 Effective Date or any other additions, amendments, substitution, or supplements of or to the Loan Documents and the imposition of any amended, new or more onerous obligations under the Loan Documents in relation to any Loan Party, subject to the limitations set out in any Guaranty. (a) Each Loan Party confirms for the benefit of the Administrative Agent, the Collateral Agent and the Secured Parties hereby that: (i) acknowledges and agrees that the 2023 Refinancing Term Loans are Term Loans and each 2023 Refinancing Term Lender is a Term Lender and that all any Lien in respect of the obligations of any of the Loan Parties under the Loan Documents (includingor any of them) which has been created by such Loan Party in favor of the Collateral Agent or the Secured Parties, without limitationas the case may be, pursuant to the Guaranty and Security Agreement and any each other document to which such Loan Party is a party that purports to ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent or the Secured Parties (together with the Guaranty and Security Agreement, the “Collateral Documents”) to which they are a party are reaffirmed shall remain and remain continue in full force and effect on a continuous basisin accordance with its terms notwithstanding the occurrence of the Amendment No. 4 Effective Date and shall extend to the Credit Agreement as amended by this Amendment and this Amendment (including, for the avoidance of doubt, any guaranty), subject to the limitations set out in those Collateral Documents or any other Loan Document; (ii) reaffirms each Lien granted by such Loan Party it undertakes with respect to the Agent, as successor to the Resigning Agent, for the benefit of the Secured Parties paragraph (including the 2023 Refinancing Term Lendersa) above and this paragraph (b), (iii) acknowledges and agrees to do all such acts or execute all such documents the Collateral Agent may reasonably require in order to ensure that the grants of security interests by, and existing Liens under the guaranties of, the Loan Parties contained in the Loan Collateral Documents (including, without limitation, the Guaranties, the Security Agreements, the other Collateral Documents) are, and shall remain, continues to be in full force and effect after giving effect (including, for the avoidance of doubt, any guaranty); and (iii) all references to this Amendment and shall extend to secure and guarantee (as the case may be) the Secured Obligations under (and as defined in) the Amended “Credit Agreement”, (iv) agrees that the Secured Obligations include“Loan Documents”, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration “Loan” or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing Term Loans under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included its equivalent in the “Secured Obligations” (as defined existing Collateral Documents or in the Security Agreements and the other Collateral Documents), and (v) each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 of any guaranty is a reference to the Credit Agreement shall apply to the execution and delivery as amended by the Resigning Agent of this Amendment, and any related action taken or inaction by the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

Acknowledgement and Affirmation. Each of the Loan Parties hereby (i) acknowledges and agrees that the 2023 Refinancing New Term Loans are Term Loans and each 2023 the 2017-2 Refinancing Term Lender is a Term Lender Lender, and that all of the its obligations of the Loan Parties under the Loan Documents (including, without limitation, the each Security Agreement Agreements and any such other Collateral Security Documents) to which they are it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Agent, as successor to the Resigning Agent, Administrative Agent for the benefit of the Secured Parties (including the 2023 2017-2 Refinancing Term Lenders)Lender) and reaffirms the guaranties made pursuant to Section 8 of the Amended Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by, and the guaranties of, the Loan Parties contained in the Loan Documents (including, without limitation, the Guaranties, the each Security AgreementsAgreement, the other Collateral DocumentsSecurity Documents and the guaranty given by UK Holdco under an English law guarantee dated 3 October 2016 in favor of the Administrative Agent) are, and shall remain, in full force and effect after giving effect to this Amendment and shall extend to secure and guarantee (as the case may be) the Secured Obligations and the Guarantor Obligations under (and as defined in) the Amended Credit Agreement, Agreement and (iv) agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing New Term Loans under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the each Security Agreements Agreement and the other Collateral Security Documents). Except as expressly set forth herein, and (v) each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 of the Credit Agreement shall apply to the execution and delivery by the Resigning Agent of this Amendment, and any related action taken or inaction by the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings Holdings, UK Holdco or the any Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

Acknowledgement and Affirmation. (a) Each Loan Party confirms for the benefit of the Secured Parties that the guarantee and indemnities under the Credit Agreement and the Guaranty and Security Agreement, as applicable, given by such Loan Party (the “Guaranty Obligations”) shall remain in full force and effect notwithstanding the occurrence of the Amendment No. 2 Effective Date or any other additions, amendments, substitution, or supplements of or to the Loan Documents and the imposition of any amended, new or more onerous obligations under the Loan Documents in relation to any Loan Party and that the Guaranty Obligations extend to any new obligations assumed by any Loan Party under the Loan Documents (including without limitation the Term B Loans and the Credit Agreement as amended by this Amendment), subject to the limitations set out in any Guaranty. (b) Each Loan Party confirms for the benefit of the Administrative Agent, the Collateral Agent and the Secured Parties hereby that: (i) acknowledges and agrees that the 2023 Refinancing Term Loans are Term Loans and each 2023 Refinancing Term Lender is a Term Lender and that all any Lien in respect of the obligations of any of the Loan Parties under the Loan Documents (includingor any of them) which has been created by such Loan Party in favor of the Collateral Agent or the Secured Parties, without limitationas the case may be, pursuant to the Guaranty and Security Agreement and any each other document to which such Loan Party is a party that purports to ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent or the Secured Parties (together with the Guaranty and Security Agreement, the “Collateral Documents”) to which they are a party are reaffirmed shall remain and remain continue in full force and effect on a continuous basisin accordance with its terms notwithstanding the occurrence of the Amendment No. 2 Effective Date and shall extend to any new obligations assumed by any Loan Party under the Term B Loans, the Credit Agreement as amended by this Amendment and this Amendment (including, for the avoidance of doubt, any guaranty), subject to the limitations set out in those Collateral Documents or any other Loan Document; (ii) reaffirms each Lien granted the obligations of the Loan Parties arising under the Term B Loans, the Credit Agreement as amended by such Loan Party to the Agent, as successor to the Resigning Agentthis Amendment and this Amendment (including, for the benefit avoidance of doubt, any guaranty) are included in the Secured Parties (including the 2023 Refinancing Term Lenders), Obligations subject to any limitations set out in any Loan Document; (iii) acknowledges it undertakes with respect to paragraph (a) above and agrees this paragraph (b), to do all such acts or execute all such documents the Collateral Agent may reasonably require in order to ensure that the grants of security interests by, and existing Liens under the guaranties of, the Loan Parties contained in the Loan Collateral Documents (including, without limitation, the Guaranties, the Security Agreements, the other Collateral Documents) are, and shall remain, continues to be in full force and effect after giving effect and extends to this Amendment and shall extend to secure and guarantee (as any new Obligations assumed by any Loan Party under the case may be) Term B Loans, the Secured Obligations under (and as defined in) the Amended Credit Agreement, (iv) agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance as amended by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing Term Loans under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Security Agreements and the other Collateral Documents), and (v) each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 of the Credit Agreement shall apply to the execution and delivery by the Resigning Agent of this Amendment, and this Amendment (including, for the avoidance of doubt, any related action taken guaranty); and (iv) all references to the “Credit Agreement”, “Loan Documents”, “Loan” or inaction by its equivalent in the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan existing Collateral Documents or serve to effect a novation of the Secured Obligations, nor in any way limit, impair or otherwise affect guaranty is a reference to the rights and remedies of the Lenders or the Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstancesas amended by this Amendment to inter alia include the Term B Loans.

Acknowledgement and Affirmation. (a) Each of the Loan Parties Party party hereto hereby expressly acknowledges, (i) acknowledges and agrees that the 2023 Refinancing Term Loans are Term Loans and each 2023 Refinancing Term Lender is a Term Lender and that all of the its obligations of the Loan Parties under the Loan Documents (including, without limitationGuarantee, the Security Agreement Documents and any the other Collateral Documents) Loan Documents to which they are it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Agent, as successor to the Resigning Agent, for the benefit of the Secured Parties (including the 2023 Refinancing Term Lenders), (iii) acknowledges and agrees that the grants its grant of security interests by, and the guaranties of, the Loan Parties contained in the Loan Documents (including, without limitation, the Guaranties, pursuant to the Security Agreements, the other Collateral Documents) are, Documents are reaffirmed and shall remain, remain in full force and effect after giving effect to this Amendment and shall extend to secure and guarantee Amendment, (as the case may beiii) the Secured Obligations under (and as defined in) the Amended Credit Agreement, (iv) agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at punctual payment of the stated maturityprincipal of, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the 2023 Refinancing Term B-1 Loans under the Amended Credit Agreement and that the Secured Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Security Agreements and the other Collateral Documents), and (viv) each of the parties hereto acknowledges and agrees that the terms of Article IX and Sections 10.04 and 10.05 of the Credit Agreement shall apply to except as expressly set forth herein, the execution and delivery by the Resigning Agent of this Amendment, and any related action taken or inaction by the Resigning Agent. This Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations. (b) Each of Onex Corporation and 2429701 Ontario Inc. hereby expressly acknowledges (i) all of its obligations under the Canadian Pledge Agreement, nor the Onex Pledge Agreement and the Withholding Tax Guarantee Agreement are reaffirmed and remain in any way limitfull force and effect on a continuous basis, impair or otherwise affect (ii) its grant of security interests pursuant to such agreements are reaffirmed and remain in full force and effect after giving effect to this Amendment, (iii) the rights Obligations include, among other things and remedies without limitation, the due and punctual payment of the Lenders or the Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Borrower to a further consent to, or a further waiver, amendment, modification or other change principal of, interest on, and premium (if any) on, the Term B-1 Loans and (iv) except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the terms, conditions, obligations, covenants Loan Documents or agreements contained in serve to effect a novation of the Amended Credit Agreement or any other Loan Document in similar or different circumstancesObligations.