Each of the Borrower and the other Loan Parties, in its capacity under each of the Loan Documents to which it is a party (including the capacities of debtor, guarantor, grantor and pledgor, as applicable, and each other similar capacity, if any, in which such party has granted Liens on all or any part of its properties or assets, or otherwise acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Obligations), hereby (a) expressly reaffirms and assumes all of its obligations and liabilities to the Administrative Agent, the Collateral Agent, the Lenders and each other Secured Party as set forth in the Credit Agreement and the other Loan Documents and agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, representations, undertakings, warranties, indemnities, guaranties, grants of security interests and covenants contained in the Credit Agreement and the other Loan Documents as though such Credit Agreement and the other Loan Documents were being re-executed on the date hereof (except with respect to the Specified Defaults as expressly contemplated herein); and (b) to the extent such party has granted Liens or security interests on any of its properties or assets pursuant to any of the Loan Documents to secure the prompt and complete payment, performance and/or observance of all or any part of its Obligations to the Administrative Agent, the Lenders, the Collateral Agent and/or any other Secured Party, acknowledges, ratifies, remakes, regrants, confirms and reaffirms without condition, all Liens and security interests granted to the Administrative Agent and/or the Collateral Agent, for their benefit and the benefit of the Lenders, pursuant to the Credit Agreement and the other Loan Documents and acknowledges and agrees that all of such Liens and security interests are intended and shall be deemed and construed to continue to secure the Obligations under the Loan Documents to which it is a party, as amended, restated, supplemented or otherwise modified and in effect from time to time, including but not limited to, the Loans made by the Administrative Agent and the Lenders to the Borrower and/or the other Loan Parties under the Credit Agreement, and all extensions renewals, refinancings, amendments or modifications of any of the foregoing. The Loan Parties each agree that the “Obligations” secured by the Collateral shall include any and all obligations of the Loan Parties under this Agreement and that this Agreement shall constitute a Loan Document. Each Loan Party acknowledges and agrees: (i) each Guarantee Agreement entered into by any Loan Party pursuant to the Loan Documents, this Agreement or otherwise, and any obligations incurred thereunder, have been provided in exchange for “reasonably equivalent value” (as such term is used under the Bankruptcy Code and applicable state fraudulent transfer laws) and “fair consideration” (as such term is used under applicable state fraudulent conveyance laws) and (ii) each grant or perfection of a Lien or security interest on any Collateral provided in connection with this Agreement and/or any negotiations with the Administrative Agent and/or the Lenders in connection with a “workout” of the Obligations is intended to constitute, and does constitute, a “contemporaneous exchange for new value” (as such term is used in section 547 of the Bankruptcy Code).