Common use of Consent and Reaffirmation Clause in Contracts

Consent and Reaffirmation. Each of the undersigned expressly consents to the execution, delivery and performance by the Borrower, the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent of the Ninth Amendment to Credit Agreement, dated as of March 1, 2013 (the "Amendment") and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lenders and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "Guaranty"), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms to the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and support the Secured Obligations, the payment of which is guaranteed by the undersigned pursuant to the Guaranty. Each of the undersigned acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders will seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit Agreement or the Loan Documents. Each of the undersigned agrees that the representations set forth in Sections 3(a), (b) and (c) of the Amendment are correct as of the date set forth below.

Consent and Reaffirmation. (a) In connection with the execution and delivery of this Agreement, each of the undersigned Subsidiary Guarantors, as debtor, grantor, pledgor, guarantor, or in any other similar capacity in which such Subsidiary Guarantor grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, in each case under the Loan Documents heretofore executed and delivered in connection with or pursuant to the Existing Credit Agreement, (i) hereby consents to the Agreement and the transactions contemplated thereby, (ii) hereby ratifies and reaffirms all of its remaining payment and performance obligations, contingent or otherwise, if any, under each of the Loan Documents (as amended, restated, supplemented or otherwise modified by the Agreement, as the case may be) to which it is a party, (iii) to the extent such Subsidiary Guarantor granted liens on or security interests in any of its properties pursuant to any such Loan Documents, hereby ratifies and reaffirms such grant of security and confirms that such liens and security interests continue to secure the Secured Obligations and (iv) to the extent such Subsidiary Guarantor guaranteed the Secured Obligations or any portion thereof, hereby ratifies and reaffirms such guaranties. (b) Each of the undersigned expressly consents Subsidiary Guarantors further agrees that all references in the Loan Documents (including all exhibits and schedules thereto) to the execution, delivery Existing Credit Agreement shall hereafter mean and performance refer to the Existing Credit Agreement as amended and restated by the Borrower, Agreement. All references in the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent of the Ninth Amendment to Credit Agreement, dated as of March 1, 2013 (the "Amendment") and all agreements, instruments and documents delivered pursuant Loan Documents to the Amendment, term “Obligations” or “Secured Obligations” shall hereafter mean and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lenders and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "Guaranty"), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms refer to the Issuing Bank, the Swingline Lender, the Lenders Obligations and the Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and support the Secured Obligations, as the payment of which is guaranteed by case may be, as redefined in the undersigned Restated Credit Agreement and shall include all additional Obligations and the Secured Obligations resulting from or incurred pursuant to the GuarantyRestated Credit Agreement. Each of the undersigned acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders will seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit Agreement or All references in the Loan Documents. Each of the undersigned agrees that the representations set forth in Sections 3(a), (b) Documents to “Endo Pharmaceuticals Holdings Inc.” shall hereafter mean and (c) of the Amendment are correct as of the date set forth belowrefer to “Endo Health Solutions Inc.”.

Consent and Reaffirmation. Each of the undersigned expressly consents to the execution, delivery and performance by the Borrower, the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent of the Ninth Eighth Amendment to Credit Agreement, dated as of March 1May 4, 2013 2012 (the "“Amendment"”) and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lenders and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "“Guaranty"”), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms to the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and support the Secured Obligations, the payment of which is guaranteed by the undersigned pursuant to the Guaranty. Each of the undersigned acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders will seek the undersigned's ’s consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit Agreement or the Loan Documents. Each of the undersigned agrees that the representations set forth in Sections 3(a), (b) and (c) of the Amendment are correct as of the date set forth below.

Consent and Reaffirmation. (a) Each Obligor hereby consents and agrees (i) to the execution and delivery of the undersigned expressly consents to Amended Credit Agreement and the execution, delivery and performance by the Borroweramendment of any other Loan Documents in connection therewith (collectively, the Issuing Bank"Amendment Documents"), and (ii) that all Credit Obligations created or existing under, pursuant to, as a result of, or arising out of, the Swingline Lender, the Lenders Amended Credit Agreement and the Administrative Agent of Notes shall, together with any and all additional Credit Obligations incurred under the Ninth Amendment to Amended Credit Agreement, dated as continue in existence within the definition of March 1"Credit Obligations" under the Amended Credit Agreement, 2013 (the "Amendment") and all agreementswhich Credit Obligations each Obligor, instruments and documents delivered pursuant to the Amendmentacknowledges, reaffirms, and agrees confirms to Agent. (b) Each Obligor hereby expressly acknowledges that neither the provisions Amended Credit Agreement and other Amendment Documents shall not in any manner (i) constitute the refinancing, refunding, payment or extinguishment of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lenders and the Administrative Agent guaranteeing payment of the Secured Credit Obligations when due (each a "Guaranty"), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms to the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and support the Secured Obligations, the payment of which is guaranteed evidenced by the undersigned pursuant to the Guaranty. Each of the undersigned acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders will seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit Agreement or the Loan Documents. Each Notes, (ii) be deemed to evidence a novation of the undersigned outstanding balance of the Credit Obligations, or (iii) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral granted pursuant to ,any agreements, instruments or other documents evidencing or creating a Lien on the Collateral. (c) Each Obligor hereby agrees that the representations set forth Credit Documents to which each Obligor is a party shall remain in Sections 3(a)full force and effect and are hereby ratified and confirmed and each Obligor hereby reaffirms their obligations under each such Credit Document and agrees that each reference therein to the Credit Agreement shall be deemed amended to be a reference to the Amended Credit Agreement. Each Obligor hereby further acknowledges and agrees that it is not released from any, (b) and (c) waives any defenses it would otherwise have in respect, of its obligations under any Credit Document to which it is a party by reason of the Amendment are correct as execution and delivery of the date set forth belowAmended Credit Agreement and the other Amendment Documents.

Consent and Reaffirmation. Each of the undersigned expressly consents to the execution, delivery and performance by the Borrower, the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent of the Ninth Seventh Amendment to Credit Agreement, dated as of March 1April 14, 2013 2011 (the "“Amendment"”) and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lenders and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "“Guaranty"”), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms to the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and support the Secured Obligations, the payment of which is guaranteed by the undersigned pursuant to the Guaranty. Each of the undersigned acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders will seek the undersigned's ’s consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit Agreement or the Loan Documents. Each of the undersigned agrees that the representations set forth in Sections 3(a), (b) and (c) of the Amendment are correct as of the date set forth below.

Consent and Reaffirmation. Each (a) The Subsidiary Guarantors hereby consent to this Agreement and the transactions contemplated hereby, (b) the Borrower and the Subsidiary Guarantors agree that, notwithstanding the effectiveness of this Assumption Agreement, the Guarantee and Security Agreement and each of the undersigned expressly consents other Security Documents continue to the execution, delivery and performance by the Borrower, the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent of the Ninth Amendment to Credit Agreement, dated as of March 1, 2013 (the "Amendment") and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lenders and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "Guaranty"), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms to the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent that its Guaranty is be in full force and effect, is a valid (c) the Borrower and binding obligation the Subsidiary Guarantors acknowledge that the terms “Revolving Credit Agreement Obligations,” “Guaranteed Obligations” and “Secured Obligations” (each as defined in the Guarantee and Security Agreement) include any and all Loans made now or in the future by the Increasing Lender in respect of the undersigned Increasing Lender’s Incremental Commitment and continues all interest and other amounts owing in respect thereof under the Loan Documents (including all interest and expenses accrued or incurred subsequent to secure the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such interest or expenses are allowed as a claim in such proceeding), and support (d) each Subsidiary Guarantor confirms its guarantee of the Guaranteed Obligations and the Borrower and the Subsidiary Guarantors confirm their grant of a security interest in their assets as Collateral for the Secured Obligations, all as provided in the payment of which is guaranteed by the undersigned pursuant Loan Documents as originally executed (and amended prior to the Guarantydate hereof and supplemented hereby). Each On the Increase Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of the undersigned acknowledges similar import shall mean and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders will seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications be a reference to the Credit Agreement or as modified by this Agreement and each reference in any other Loan Document shall mean the Loan Documents. Each of the undersigned agrees that the representations set forth in Sections 3(a), (b) and (c) of the Amendment are correct Credit Agreement as of the date set forth belowmodified hereby.

Consent and Reaffirmation. Each of the undersigned expressly consents to the execution, delivery and performance by the Borrower, the Issuing Bank, the Swingline Lender, the Lenders Lender and the Administrative Agent of the Ninth Tenth Amendment to Credit Agreement, dated as of March 1July 29, 2013 (the "Amendment") and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lenders Lender and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "Guaranty"), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms to the Issuing Bank, the Swingline Lender, the Lenders Lender and the Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and support the Secured Obligations, the payment of which is guaranteed by the undersigned pursuant to the Guaranty. Each of the undersigned acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders Lender have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders Lender will seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit Agreement or the Loan Documents. Each of the undersigned agrees that the representations set forth in Sections 3(a), (b) and (c) of the Amendment are correct as of the date set forth below.

Consent and Reaffirmation. Each of the undersigned expressly consents hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 with respect to (a) that certain Credit Agreement dated as of April 29, 2016 (as the executionsame may be amended, delivery restated, amended and performance restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among GRUBHUB HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”); GRUBHUB INC., a corporation organized and existing under the laws of the State of Delaware (the “Parent”); the lenders party thereto (the “Lenders”); and CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America (the “Administrative Agent”); and (b) that certain Security Agreement (as defined in the Credit Agreement) which Amendment No. 1 is dated as of May 26, 2016 and is by and among the Borrower, the Issuing BankParent and each of the other Loan Parties, the Swingline Lender, the Lenders lenders party thereto and the Administrative Agent of (“Amendment No. 1”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the Ninth Amendment meanings given to them in the Credit Agreement, dated as . Without in any way establishing a course of March 1, 2013 (the "Amendment") and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment shall constitute a termination, extinguishment, release, or discharge of any of its obligations under the Unlimited Continuing Guaranty, dated as of April 30, 2009, in favor of the Lenders and dealing by the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "Guaranty"), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each Lender Party, each of the undersigned affirms consents to Amendment No. 1 and reaffirms the Issuing Bank, the Swingline Lender, the Lenders terms and the Administrative Agent that its Guaranty is in full force and effect, is a valid and binding obligation conditions of the undersigned Guaranty and continues to secure any other Loan Document executed by it and support the Secured Obligations, the payment of which is guaranteed by the undersigned pursuant to the Guaranty. Each of the undersigned acknowledges and agrees that the fact Guaranty and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. The undersigned agree that upon the Administrative Agent, Amendment Effective Date this Consent and Reaffirmation shall be retroactively effective as of the Issuing Bank, the Swingline Lender, and the Lenders have sought this Reaffirmation does not create any obligation, right, or expectation that the Administrative Agent and the Lenders will seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications Effective Date. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by Amendment No. 1 and all references to the Security Agreement contained in the above-referenced documents shall be a reference to the Security Agreement as so modified by Amendment No. 1 and in each case as the same may from time to time hereafter be amended, restated, amended and restated, supplemented or the Loan Documentsotherwise modified. Each of the undersigned agrees that the representations set forth in Sections 3(a)Dated May 26, (b) and (c) of the Amendment are correct as of the date set forth below.2016

Consent and Reaffirmation. Each of the undersigned expressly (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing Third Amendment to Third Amended and Restated Credit Agreement (the “Third Amendment”); (ii) consents to the execution, Borrower’s execution and delivery and performance by the Borrower, the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent of the Ninth Amendment thereof; (iii) consents to Credit Agreement, dated as of March 1, 2013 (the "Amendment") and all agreements, instruments and documents delivered pursuant to the Amendment, and agrees that neither the provisions of the Amendment nor any action taken or not taken in accordance with the terms of the Amendment Third Amendment; (iv) affirms that nothing contained therein shall constitute modify in any respect whatsoever its guaranty of the Indebtedness pursuant to the terms of the Guaranty or the Liens granted by it pursuant to the terms of the other Loan Documents to which it is a terminationparty securing payment and performance of the Indebtedness, extinguishment(v) reaffirms that the Guaranty and the other Loan Documents to which it is a party and such Liens are and shall continue to remain in full force and effect and are hereby ratified and confirmed in all respects and (vi) represents and warrants to the Administrative Agent and the Lenders that, releaseas of the date hereof, or discharge (x) all of the representations and warranties made by it in each of the Loan Documents to which it is a party are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of its obligations under the Unlimited Continuing Guaranty, dated any materiality qualifier contained therein) as of April 30such specified earlier date, 2009and (y) no Default or Event of Default has occurred and is continuing. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, in favor each Guarantor understands that neither the Administrative Agent nor any of the Lenders have any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments or waivers for the Guaranty and the Administrative Agent guaranteeing payment of the Secured Obligations when due (each a "Guaranty"), or provide a defense, set off, or counterclaim to it with respect to any of its obligations under such Guaranty or any other Loan Documents. Each of the undersigned affirms Documents to the Issuing Bank, the Swingline Lender, the Lenders and the Administrative Agent that its Guaranty which it is a party to remain in full force and effect, is a valid and binding obligation of the undersigned and continues to secure and support the Secured Obligations, the payment of which is guaranteed by the undersigned pursuant to the Guaranty. Each of the undersigned acknowledges and agrees that the fact that the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Lenders have sought this Reaffirmation does not nothing herein shall create any such duty or obligation, right, or expectation that the Administrative Agent and the Lenders will seek the undersigned's consent to or reaffirmation with respect to any other or further amendments or modifications to the Credit Agreement or the Loan Documents. Each of the undersigned agrees that the representations set forth in Sections 3(a), (b) and (c) of the Amendment are correct as of the date set forth below.