Common use of ACKNOWLEDGEMENT AND CONSENT Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Subsidiary Guarantor (aeach individually a “Credit Support Party” and collectively, the “Credit Support Parties”) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected and the other Loan Documents pursuant to this Amendment. Each Guarantor hereby confirms that to, each Credit Document of the Loan Documents to which it such Credit Support Party is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment shall not be impaired and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which such Credit Support Party is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges is, and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings, Company and the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the Security Agreement dated as of February 18, 2006, by and among Holdings, Company, the Subsidiary Guarantors and Administrative Agent (the “Security Agreement”) will include all of its obligations thereunder shall be valid Obligations under, and enforceable and shall not be impaired or limited by as defined in, the execution or effectiveness of this Amendment. Credit Agreement (c) as amended hereby). Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it Holdings has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of Holdings under, and the Liens granted by Holdings as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and the fullest extent possible in accordance with the other Credit Documents the payment and performance of all “Credit Party Obligations” under pursuant to, each of the Credit Documents to which Holdings is a party (in shall not be impaired and each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it Holdings is a party or otherwise bound is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings and each Borrower hereby acknowledges and agrees that all the Secured Obligations under, and as defined in, the ABL Pledge and Security Agreement dated as of its obligations thereunder shall be valid May 21, 2007, by and enforceable among Holdings and shall not be impaired or limited the Borrowers and Administrative Agent (the “Pledge and Security Agreement”) and, with respect to the other Collateral Documents, the Obligations secured by the execution or effectiveness of this Amendment. (c) Each Guarantor Liens granted thereby, will include all Obligations under, and as defined in, the Amended Credit Agreement. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Holdings is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Holdings to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Guarantor under, and the Liens granted by such Guarantor as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and the fullest extent possible in accordance with the other Credit Documents the payment and performance of all “Credit Party Obligations” under pursuant to, each of the Credit Documents to which such Guarantor is a party (in shall not be impaired and each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it such Guarantor is a party or otherwise bound is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings, Borrower and the Guarantor Subsidiaries hereby acknowledges and agrees that all the Secured Obligations under, and as defined in, the Term Pledge and Security Agreement dated as of its obligations thereunder shall be valid May 21, 2007, by and enforceable among Holdings, Borrower, the Guarantor Subsidiaries and shall not be impaired or limited Administrative Agent (the “Pledge and Security Agreement”) and, with respect to the other Collateral Documents, the Obligations secured by the execution or effectiveness of this Amendment. (c) Liens granted thereby, will include all Obligations under, and as defined in, the Amended Credit Agreement. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor listed on the signatures pages hereof (each, a “Guarantor”) hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents Guarantee and Collateral Agreements to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Guarantee and Collateral Agreement to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the DIP Credit Agreement or any other Credit Loan Document to consent to the amendments to the DIP Credit Agreement effected pursuant to this Amendment and (ii) nothing in the DIP Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the DIP Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor The Borrower, on behalf of itself and each Guarantor, hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment Amendment, and the Borrower, on behalf of itself and each Guarantor, consents to the amendments of to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor The Borrower, on behalf of itself and each Guarantor, hereby confirms that each Credit Loan Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor The Borrower, on behalf of itself and each Guarantor, acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor The Borrower, on behalf of itself and each Guarantor, acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Existing Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each of Company, Holdings and each Subsidiary Guarantor (aeach individually a “Credit Support Party” and collectively, the “Credit Support Parties”) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected and the other Loan Documents pursuant to this Amendment. Each Guarantor hereby confirms that to, each Credit Document of the Loan Documents to which it such Credit Support Party is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment shall not be impaired and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which such Credit Support Party is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges is, and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue to be, in full force and effect and that are hereby confirmed and ratified in all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) respects. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Guarantor under, and the Liens granted by such Guarantor as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected and the other Loan Documents pursuant to this Amendment. Each Guarantor hereby confirms that to, each Credit Document of the Loan Documents to which it such Guarantor is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment shall not be impaired and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which such Guarantor is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges is, and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings, Borrower and the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the Guarantee and Collateral Agreement dated as of November 30, 2007, by and among Holdings, Borrower, the Subsidiary Guarantors and Administrative Agent (the “Guarantee and Collateral Agreement”) will include all of its obligations thereunder shall be valid Obligations under, and enforceable and shall not be impaired or limited by as defined in, the execution or effectiveness of this Amendment. Credit Agreement (c) as amended hereby). Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Subsidiary Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Subsidiary Guarantor under, and the Liens granted by such Subsidiary Guarantor as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected and the other Loan Documents pursuant to this Amendment. Each Guarantor hereby confirms that to, each Credit Document of the Loan Documents to which it such Subsidiary Guarantor is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment shall not be impaired and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which such Subsidiary Guarantor is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges is, and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings, the Borrowers and the Subsidiary Guarantors hereby acknowledges and agrees that all of its the obligations thereunder shall be valid and enforceable and shall not be impaired or limited secured by the execution or effectiveness of this Amendment. Security Documents will include all Obligations under, and as defined in, the Credit Agreement (c) as amended hereby). Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". ------------------------ Each Guarantor Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and as amended by this Amendment and consents to the amendments amendment of the Credit Agreement effected as of the date hereof pursuant to this AmendmentAmendment and the amendment of the other Loan Documents effected as of the date hereof. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Support Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and that all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of its all obligations thereunder shall be valid guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (cParent Guarantor) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each of Company, Holdings and each Subsidiary Guarantor (aeach individually a “Credit Support Party” and collectively, the “Credit Support Parties”) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected and the other Loan Documents pursuant to this Amendment. Each Guarantor hereby confirms that to, each Credit Document of the Loan Documents to which it such Credit Support Party is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment shall not be impaired and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which such Credit Support Party is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges is, and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue to be, in full force and effect and that is hereby confirmed and ratified in all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) respects. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Loan Agreement and this Amendment and consents to the amendments amendment of the Credit Loan Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee guaranty to the fullest extent possible the full and punctual payment of the principal and interest (including, without limitation, interest which, but for the filing of a petition in accordance bankruptcy with respect to Borrower would accrue hereunder) on all Loans made to Borrower and the Credit Documents the full and punctual payment and performance of all “Credit Party Obligations” other amounts payable by Borrower under each the Loan Agreement (including amounts that would become due but for the operation of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (bautomatic stay under Section 362(e) Each Guarantor acknowledges and agrees that any of the Credit Documents United States Bankruptcy Code) subject to which it is a party or otherwise bound shall continue the limitations set forth in full force and effect and that all Section 9(a) of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Loan Agreement. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Loan Agreement or any other Credit Loan Document to consent to the amendments to the Credit Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Loan Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments terms of the Credit Agreement effected pursuant to this AmendmentWaiver No. Each Guarantor 2 and further hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and agrees that, notwithstanding the fullest extent possible in accordance with effectiveness of this Waiver No. 2, the Credit Documents the payment and performance obligations of all “Credit Party Obligations” such Guarantor under each of the Credit Documents to which such Guarantor is a party (shall not be impaired and each of the Credit Documents to which such Guarantor is a party are, and shall continue to be, in each case as such terms full force and effect and are defined hereby confirmed and ratified in the applicable Credit Document)all respects. (b) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor hereby acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentWaiver No. 2, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments waiver and amendment to the Credit Agreement effected pursuant to this Amendment Waiver No. 2 and (ii) nothing in the Credit Agreement, this Amendment Waiver No. 2 or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each of Company and each Guarantor (aeach individually a “Credit Support Party” and collectively, the “Credit Support Parties”) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the guarantees and other obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected and the other Loan Documents pursuant to this Amendment. Each Guarantor hereby confirms that to, each Credit Document of the Loan Documents to which it such Credit Support Party is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment shall not be impaired by this Amendment and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which such Credit Support Party is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges is, and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue to be, in full force and effect and that is hereby confirmed and ratified in all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) respects. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments terms of the Credit Agreement effected pursuant to this AmendmentWaiver No. Each Guarantor 2 and further hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and agrees that, notwithstanding the fullest extent possible in accordance with effectiveness of this Waiver No. 2, the Credit Documents the payment and performance obligations of all “Credit Party Obligations” such Guarantor under each of the Credit Documents to which such Guarantor is a party (shall not be impaired and each of the Credit Documents to which such Guarantor is a party are, and shall continue to be, in each case as such terms full force and effect and are defined hereby confirmed and ratified in the applicable Credit Document)all respects. (b) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor hereby acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentWaiver No. 2, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments waiver and amendment to the Credit Agreement effected pursuant to this Amendment Waiver No. 2 and (ii) nothing in the Credit Agreement, this Amendment Waiver No. 2 or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement. (c) Each of the Lenders hereby acknowledges and agrees that the amendments set forth in Section II of this Amendment shall apply from and after the Closing Date for purposes of calculating the financial covenants set forth in Section 6.7 of the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Subsidiary Guarantor listed on the signatures pages hereof (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is each, a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (bSupport Party”) Each Guarantor hereby acknowledges and agrees that any each of the Subsidiary Guaranty and each Collateral Document (each, a “Credit Documents Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Subsidiary Guarantor represents and warrants that all representations and warranties applicable to such Subsidiary Guarantor contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Repeat Incorporated, an Arizona corporation (a) "REPEAT"), and Barter Optical, Inc., a Washington corporation ("BARTER"), are parties to the Guaranty, pursuant to which Repeat and Barter have guarantied the Obligations of Company under the Credit Agreement. Repeat and Barter are collectively referred to herein as the "CREDIT SUPPORT PARTIES". Each Guarantor Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Document to which it is a party or otherwise bound the Guaranty will continue to guarantee guaranty to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party "Guarantied Obligations” under each of the Credit Documents to which is a party " (in each case as such terms are term is defined in the applicable Guaranty), including without limitation the payment and performance of all such "Guarantied Obligations", in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Credit Document). (b) Each Guarantor Support Party acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound Guaranty shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.this

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges acknowl- edges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment Amend- ment and consents to the amendments of the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise other- wise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents Loan Docu- ments the payment and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which is a party (in each case as such terms are defined in the applicable Credit Loan Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Existing Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment No. 1 and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor terms hereof and further hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and agrees that, notwithstanding the fullest extent possible in accordance with effectiveness of this Amendment No. 1, the Credit Documents the payment and performance obligations of all “Credit Party Obligations” such Guarantor under each of the Credit Loan Documents to which such Guarantor is a party (in shall not be impaired and each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it such Guarantor is a party or otherwise bound is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of the Company, the Borrower and the Subsidiary Guarantors hereby acknowledges and agrees that the Guarantied Obligations under, and as defined in, the Guaranty, dated as of November 22, 2010, by and among the Company, Borrower, the Subsidiary Guarantors and the Administrative Agent (the “Guaranty”) will include all of its obligations thereunder shall be valid Obligations under, and enforceable and shall not be impaired or limited by as defined in, the execution or effectiveness of this Amendment. Credit Agreement (c) as amended hereby). Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment No. 1, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 1 and (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each The Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendmentmodifications contained herein. Each The Borrower and each Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Credit Party Obligations” under the Amended Credit Agreement and under each of the Credit other Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). (b) Each . The Borrower and each Guarantor acknowledges and agrees that any of the Credit Loan Documents (as they may be modified by this Amendment) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Person is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Person to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each guarantor (aor pledgor) Each Guarantor listed on the signatures pages hereof (each, a "Guarantor") hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the each Guaranty and Collateral Document (each, a "Credit Documents Support Document") to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Fifth Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the effective date of this Fifth Amendment to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fifth Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Fifth Amendment and (ii) nothing in the Credit Agreement, this Fifth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each guarantor (aor pledgor) Each Guarantor listed on the signatures pages hereof (each, a “Guarantor”) hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that the Subsidiary Guaranty and any of the Collateral Document (each, a “Credit Documents Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in this Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Subsidiary Guarantor listed on the signature pages hereof, by its signature below, hereby (a) Each Guarantor hereby expressly acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments affirms or reaffirms, as applicable, as of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that date hereof the covenants and agreements contained in each Credit Loan Document to which it is a party or otherwise bound will continue party, including, in each case, such covenants and agreements as in effect immediately after giving effect to guarantee to this Amendment and the fullest extent possible in accordance with the Credit Documents the payment transactions contemplated hereby, (b) affirms and performance of all “Credit Party Obligations” confirms (i) its obligations under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party party, and (ii) the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations, all as provided in the Collateral Documents to which it is a party, as originally executed by it (and as the same may have otherwise been amended, restated, amended and restated, supplemented or otherwise bound shall modified from time to time prior to the Amendment No. 1 Effective Date), and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and that all of its obligations thereunder shall be valid to secure, such Obligations under the Amended Credit Agreement and enforceable the other Loan Documents, and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Subsidiary Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Original Credit Agreement and this Amendment Agreement and consents to the amendments amendment and restatement of the Original Credit Agreement effected pursuant to this AmendmentAmendment Agreement (including without limitation, the incurrence of the Acquisition Term Loans by Company, which increases the obligations guarantied by Subsidiary Guarantors). Each Subsidiary Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound the Subsidiary Guaranty will continue to guarantee guaranty to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party "Guarantied Obligations” under each of the Credit Documents to which is a party (in each case " as such terms are term is defined in the applicable Credit Document). (b) Each Guarantor acknowledges Subsidiary Guaranty, including without limitation the payment and agrees that any performance of all such "Guarantied Obligations" in respect of the Obligations of Company now or hereafter existing under or in respect of the First Amended and Restated Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Agreement. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment Agreement, such Subsidiary Guarantor is not required by the terms of the Original Credit Agreement or any other Credit Loan Document to consent to the amendments to the Original Credit Agreement effected pursuant to this Amendment Agreement and (ii) nothing in the Original Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Original Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment No. 1 and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor terms hereof and further hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and agrees that, notwithstanding the fullest extent possible in accordance with effectiveness of this Amendment No. 1, the Credit Documents the payment and performance obligations of all “Credit Party Obligations” such Guarantor under each of the Credit Loan Documents to which such Guarantor is a party (in shall not be impaired and each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it such Guarantor is a party or otherwise bound is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings, Borrower and the Subsidiary Guarantors hereby acknowledges and agrees that the Guarantor Obligations under, and as defined in, the Guarantee Agreement, dated as of June 19, 2014, by and among Holdings, the Subsidiary Guarantors and the Administrative Agent, as supplemented (the “Guarantee Agreement”) will include all of its obligations thereunder shall be valid Obligations under, and enforceable and shall not be impaired or limited by as defined in, the execution or effectiveness of this Amendment. Credit Agreement (c) as amended hereby). Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment No. 1, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 1 and (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Guaranties and Collateral Documents (each, a "CREDIT SUPPORT DOCUMENT") to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. , except in each case to the extent expressly modified hereby. Each Loan Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Loan Party (cother than Company) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Loan Party is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendments to the Credit Agreement. The parties hereby acknowledge that Pharm. Research Associates, Inc., a Delaware corporation ("PHARM") has been dissolved and agree that Pharm has been or is hereby released as a party from each Loan Document to which it was a party, including, without limitation, the Subsidiary Guaranty and the Security Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Loan Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments terms of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Waiver and Amendment and further hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and agrees that, notwithstanding the fullest extent possible in accordance with effectiveness of this Waiver and Amendment, the Credit Documents the payment and performance obligations of all “Credit Party Obligations” such Loan Guarantor under each of the Credit Loan Documents to which such Loan Guarantor is a party (shall not be impaired and each of the Loan Documents to which such Loan Guarantor is a party are, and shall continue to be, in each case as such terms full force and effect and are defined hereby confirmed and ratified in the applicable Credit Document)all respects. (b) Each Loan Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor hereby acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Waiver and Amendment, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments waiver to the Credit Agreement effected pursuant to this Waiver and Amendment and (ii) nothing in the Credit Agreement, this Waiver and Amendment or any other Credit Loan Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Guaranty, each Collateral Document and each other Loan Document (each, a “Credit Documents Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Amendment Agreement . Each Guarantor represents and warrants that all representations and warranties contained in the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Restatement Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment Agreement , such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment Agreement and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) A. Each of Borrower and each Subsidiary Guarantor hereby acknowledges and agrees that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Security Document to which it is (each, a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Support Document). (b”) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each of Borrower and each Subsidiary Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment Effective Date (as defined below) to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. (c) B. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment Amendment, and each Guarantor consents to the amendments of to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Credit Party Obligations” under each Obligations (including, the obligations in respect of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit DocumentAmendment No. 1 Delayed Draw Term Loan Facility). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Existing Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment No. 2 and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor terms hereof and further hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and agrees that, notwithstanding the fullest extent possible in accordance with effectiveness of this Amendment No. 2, the Credit Documents the payment and performance obligations of all “Credit Party Obligations” such Guarantor under each of the Credit Loan Documents to which such Guarantor is a party (in shall not be impaired and each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it such Guarantor is a party or otherwise bound is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings and the Borrower hereby acknowledges and agrees that the Guarantor Obligations under, and as defined in, the Guarantee Agreement, dated as of June 19, 2014, by and among Holdings and the Administrative Agent, as supplemented and modified (the “Guarantee Agreement”) will include all of its obligations thereunder shall be valid Obligations under, and enforceable and shall not be impaired or limited by as defined in, the execution or effectiveness of this Amendment. Credit Agreement (c) as amended hereby). Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment No. 2, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 2 and (ii) nothing in the Credit Agreement, this Amendment No. 2 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each guarantor (aor pledgor) Each Guarantor listed on the signatures pages hereof (each, a “Guarantor”) hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that the Subsidiary Guaranty and any of the Collateral Document (each, a “Credit Documents Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in this Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) A. Each of Company and each Subsidiary Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents Agreement, the Security Agreement and each other Collateral Document (each, a “Credit Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except, in the case of the Company, to the extent of the express modifications and waivers provided in this Amendment). Each of Company and each Subsidiary Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement (other than the representations and warranties contained in the first sentence of subsection 5.4 of the Amended Agreement) and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Amendment Effective Date (as defined below) to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. (c) B. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each guarantor listed on the signatures pages hereof (aeach, a “Guarantor”) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents Master Subsidiary Guaranty to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Fourth Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Fourth Amendment and (ii) nothing in the Credit Agreement, this Fourth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Subsidiary Guarantor listed on the signatures pages hereof (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is each, a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (bSupport Party”) Each Guarantor hereby acknowledges and agrees that any each of the Subsidiary Guaranty and each Collateral Document (each, a “Credit Documents Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Subsidiary Guarantor represents and warrants that all representations and warranties applicable to such Subsidiary Guarantor contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendments amendment of the Credit Agreement effected pursuant to this First Amendment. Each Guarantor Credit Party hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee (with respect to each Credit Party other than OpCo) or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations. Each Credit Party, by executing this First Amendment (whether as an acknowledgment or otherwise), hereby grants, and confirms its prior grant, to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in all right, title and interest of such Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Collateral, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of such Credit Document). (b) Party’s Obligations. Each Guarantor Credit Party acknowledges and agrees that any all of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. (c) . Each Guarantor Credit Party other than Parent and OpCo acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor Credit Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Credit Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each guarantor listed on the signatures pages hereof (aeach, a "GUARANTOR") Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents Master Subsidiary Guaranty to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Third Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor listed on the signature pages hereof (each, a “Guarantor”) hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in the Amended Credit Agreement and the Transaction Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Amended Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Amended Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment and consents to the amendments of the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which is a party (in each case as such terms are term is defined in the applicable Credit Loan Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Existing Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the ancillary, Guaranty and Collateral Documents (each, a "Credit Documents Support Document") to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. . Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as amended by this Amendment (cthe "Amended Agreement") and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Guaranty and the Collateral Documents (each, a "Credit Documents Support Document") to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. . Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as amended by this Amendment (cthe "Amended Agreement") and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Waiver and Amendment and consents to the amendments of the Credit Agreement waiver and amendment effected pursuant to this Waiver and Amendment. Each Guarantor Loan Party hereby confirms that each Credit Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). (b) . Each Guarantor Loan Party acknowledges and agrees that any that, except as expressly set forth herein, each of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that that, except as expressly set forth herein, all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Waiver and Amendment. . Each Loan Party (cother than Holdings, Intermediate Holdings and the Borrowers) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Waiver and Amendment, such Guarantor Loan Party is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement waiver and amendment effected pursuant to through this Waiver and Amendment and (ii) nothing in the Credit Agreement, this Waiver and Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendments or waivers to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Refinancing Amendment and consents to the amendments amendment of the Credit Agreement effected pursuant to this Refinancing Amendment, including any new Commitments by Additional Tranche I Term Lenders, and acknowledges and agrees that the Lenders (including both existing Tranche I Term Lenders and Additional Tranche I Term Lenders) are “Lenders” and “Secured Parties” for all purposes under the Loan Documents to which such Guarantor is a party. Each The Borrower and each Guarantor hereby confirms that each Credit Guaranty and Collateral Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee to or secure, as the fullest extent possible in accordance with the Credit Documents case may be, the payment and performance of all “Credit Party Obligations” under each of Obligations in accordance with the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document)Loan Documents. (b) Each The Borrower and each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Refinancing Amendment. (c) Each Guarantor acknowledges The parties hereto acknowledge and agrees agree that (i) notwithstanding the conditions to effectiveness set forth in this Refinancing Amendment is a “Refinancing Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected ” pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent Section 2.17 of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each guarantor (aor pledgor) Each Guarantor listed on the signatures pages hereof (each, a "Subsidiary Guarantor") hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Subsidiary Guaranty and Collateral Documents (each, a "Credit Documents Support Document") to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Subsidiary Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment No. 3 and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor terms hereof and further hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to and agrees that, notwithstanding the fullest extent possible in accordance with effectiveness of this Amendment No. 3, the Credit Documents the payment and performance obligations of all “Credit Party Obligations” such Guarantor under each of the Credit Loan Documents to which such Guarantor is a party (in shall not be impaired and each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it such Guarantor is a party or otherwise bound is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings and the Borrower hereby acknowledges and agrees that the Guarantor Obligations under, and as defined in, the Guarantee Agreement, dated as of June 19, 2014, by and among Holdings and the Administrative Agent, as supplemented and modified (the “Guarantee Agreement”) will include all of its obligations thereunder shall be valid Obligations under, and enforceable and shall not be impaired or limited by as defined in, the execution or effectiveness of this Amendment. Credit Agreement (c) as amended hereby). Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment No. 3, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 3 and (ii) nothing in the Credit Agreement, this Amendment No. 3 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Subsidiary Guarantor (aeach individually a “Credit Support Party” and collectively, the “Credit Support Parties”) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and read this Amendment and consents to the amendments terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party as collateral security for the indebtedness, obligations and liabilities evidenced by the Original Credit Agreement and the other Loan Documents pursuant to, each of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document Loan Documents to which it such Credit Support Party is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment shall not be impaired and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which such Credit Support Party is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each Guarantor acknowledges is, and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each of Holdings, Company and the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the Security Agreement dated as of February 18, 2006, by and among Holdings, Company, the Subsidiary Guarantors and Administrative Agent (the “Security Agreement”) will include all of its obligations thereunder shall be valid Obligations under, and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) as defined in, Amended Agreement. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Original Credit Agreement or any other Credit Loan Document to consent to the amendments to the Original Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Original Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Original Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee guarantee, to the fullest extent possible of a Credit Party in accordance with the Credit Documents Documents, the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are term is defined in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Subsidiary Guarantor listed on the signatures pages hereof (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is each, a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (bSupport Party”) Each Guarantor hereby acknowledges and agrees that any each of the Subsidiary, Guaranty and each Collateral Document (each, a “Credit Documents Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Subsidiary Guarantor represents and warrants that all representations and warranties applicable to such Subsidiary Guarantor contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (ba) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (cb) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendments amendment of the Credit Agreement effected pursuant to this First Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Guaranteed Obligations” or “Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are term is defined in the applicable Credit Document). (b) . Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in the Amended Credit Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Amended Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each guarantor (aor pledgor) Each Guarantor listed on the signatures pages hereof (each, a “Guarantor”) hereby acknowledges and agrees that it has reviewed the terms Guarantee and provisions of the Credit Collateral Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit other Loan Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all (each, a “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Support Document). (b”) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) . Each Guarantor represents and warrants that all representations and warranties contained in the Loan Agreement as amended by this Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Loan Agreement or any other Credit Loan Document to consent to the amendments to the Credit Loan Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Loan Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement Agreement, and this Amendment and consents to the amendments of the Existing Credit Agreement effected affected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which is a party (in each case as such terms are term is defined in the applicable Credit Loan Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Existing Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee guaranty to the fullest extent possible the full and punctual payment of the principal and interest (including, without limitation, interest which, but for the filing of a petition in accordance bankruptcy with respect to Borrower would accrue hereunder) on all Loans made to Borrower and the full and punctual payment of all other amounts payable by Borrower under the Credit Documents Agreement (including amounts that would become due but for the payment and performance of all “Credit Party Obligations” under each operation of the Credit Documents automatic stay under Section 362(e) of the United States Bankruptcy Code) subject to which is a party (in each case as such terms are defined the limitations expressly set forth in the applicable Credit Document). (b) Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Guaranty. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Each Loan Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment Agreement and consents to the amendments supplement of the Credit Agreement effected pursuant to this AmendmentAgreement. Each Loan Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Loan Documents to which is a party (in each case as such terms are defined in the applicable Credit Loan Document). (b) . Each Loan Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Agreement. Each Loan Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Agreement and the Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Increased Amount Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Loan Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments any supplement to the Credit Agreement effected pursuant to this Amendment Agreement and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. (a) Guarantor Subsidiaries are party to the Guaranties, in each case as amended through the date hereof, pursuant to which Guarantor Subsidiaries have guarantied the Obligations. Nothing in this Section 4 shall be construed to make the Guarantor Subsidiaries a party to the Credit Agreement or to create any obligation in respect thereof except pursuant to each Guaranty. Each Guarantor Subsidiary hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Subsidiary hereby confirms that each Credit Document Guaranty to which it is a party or otherwise bound will continue to guarantee guaranty or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party "Indebtedness" (in each case as such terms are defined in the applicable Credit DocumentGuaranty). (b) Each Guarantor acknowledges , including without limitation the payment and agrees that any performance of all such "Indebtedness," as the case may be, in respect of the Credit Documents to which it is a party Obligations of Borrower now or otherwise bound shall continue hereafter existing under or in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms respect of the Credit Agreement or any other Credit Document to consent to and the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit AgreementNotes defined therein.

ACKNOWLEDGEMENT AND CONSENT. (a) Each The Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement and this Amendment Amendment, and the Borrower and each Guarantor consents to the amendments of to the Existing Credit Agreement effected pursuant to this Amendment. Each Guarantor The Borrower and each Guarantor, hereby confirms that each Credit Loan Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Credit Party Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). (b) Each The Borrower and each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (c) Each The Borrower and each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such each Guarantor is not required by the terms of the Existing Credit Agreement or any other Credit Loan Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such each Guarantor to any future amendments to the Existing Credit Agreement.