Each Loan Party expressly and unconditionally consents to (i) the execution and performance of this Agreement by Borrowers and the Administrative Agent, and (ii) the amendment and restatement of the Existing Credit Agreement pursuant to the terms and conditions set forth in this Agreement. Each Loan Party agrees that neither the provisions of this Agreement nor any action taken or not taken in accordance with or in connection with this Agreement shall constitute a termination, extinguishment, release, or discharge of any of such Loan Party’s obligations or provide a defense, set off or counterclaim to any of the Loan Parties with respect to any of the Loan Parties’ obligations under their respective Loan Guaranties. Each Loan Party affirms to the Administrative Agent that their respective Loan Guaranties remain in full force and effect and are such Loan Party’s valid and binding obligation.