CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND SECURITYAGREEMENT

Exhibit 10.2

CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY AND PLEDGE AND

SECURITY AGREEMENT

Each of the undersigned Guarantors hereby consents to the terms of the foregoing Amendment and agrees that the terms of the Amendment shall not impair or limit in any way its obligations and liabilities under any Loan Document (as such Loan Documents are amended or otherwise expressly modified by the Amendment), all of which obligations and liabilities shall remain in full force and effect and each of which is hereby reaffirmed (as amended or otherwise expressly modified by the Amendment). The Guarantors hereby confirm that the security interests and Liens granted pursuant to the Loan Documents continue to secure the Obligations (including the Local Credit Facility Obligations), as such Obligations may be modified pursuant to the foregoing Amendment, and that such security interests and Liens remain in full force and effect.