Common use of Reaffirmation and Grant of Security Interests Clause in Contracts

Reaffirmation and Grant of Security Interests. (a) Each Credit Party (other than the Borrower) has guaranteed the Finance Obligations and each Credit Party has created Liens in favor of Lenders on all Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectively. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is 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 the obligations under the Credit Documents, as the case may be, including without limitation, the payment and performance of all such obligations which are joint and several obligations of each Credit Party now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete on and as of the 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 on and as of such earlier date.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party (other than the Borrower) has guaranteed the Finance Obligations and each Credit Party has created Liens in favor of Lenders on all Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectively. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Original Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (iA) confirms that each Credit Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations Obligations which are joint and several obligations of each Credit Party grantor now or hereafter existing, and (iiB) grants to the Administrative Collateral Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Original Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit 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 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Loan Party has (other than i) guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders on all certain Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectivelyGuarantee. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations and all Guarantees, as the case may be, including without limitation, limitation the payment and performance of all such obligations Obligations and all Guarantees which are joint and several obligations of each Credit Party grantor now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations and all Guarantee (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Loan Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Loan Party represents and warrants that all representations and warranties contained in the Credit 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 Effective Closing 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party Party, subject to the terms and limits contained herein and in the Collateral Documents has (other than i) guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders Collateral Agent on all certain Collateral to secure its obligations hereunder, under the GuarantySection 7 hereof and under each Collateral Document, the Security Agreement respectively (and the Pledge Agreement, respectivelyas applicable). Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations which applicable Obligations that are joint and several obligations of each Credit Party Grantor now or hereafter existing, and (ii) grants to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of all applicable Obligations subject to the obligations of terms and limits contained herein and in the Credit Parties under the Credit Collateral Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the Second Restatement 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, true and correct and complete in all material respects on and as of such earlier date.

Reaffirmation and Grant of Security Interests. Each Guarantor, subject to the terms and conditions contained herein and in the other Loan Documents, has (ai) Each Credit Party (other than guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders the Collateral Agent for the benefit of the Secured Parties on all certain Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement Section 7 hereof and the Pledge Agreementunder each other applicable Loan Document, respectively. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement Agreement, the Financing Order and the Assignment Documentation and consents to assignment of security interests, Liens and mortgages set forth in the amendment Assignment Documentation and restatement agrees to execute and deliver any Lien Assignment Agreements requested by Collateral Agent to further evidence such assignment of the Existing Credit Agreement effected pursuant to this Agreementsecurity interests, Liens and mortgages. Each Credit Loan Party hereby (i) confirms that each all security interests, Liens and mortgages granted under the Pre-Petition Credit Document to which it is a party or is otherwise bound Agreement and all Collateral encumbered thereby the other Pre-Petition Loan Documents will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents, secure the payment and performance of the obligations under the Credit DocumentsObligations, as the case may beincluding, including without limitation, the payment and performance of all such obligations which applicable Obligations that are joint and several obligations of each Credit any Loan Party now or hereafter existing, existing and (ii) in addition thereto, grants to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a continuing lien on and Lien on, security interest in and to mortgage in, as applicable, such Credit Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of all applicable Obligations subject to the obligations of terms and conditions contained herein and in the Credit Parties under the Credit Loan Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party acknowledges . The aforesaid Liens and agrees that any of mortgages on the Credit Documents to which it is a party or otherwise bound Collateral shall continue have the priorities set forth in full force the Financing Orders and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired deemed automatically perfected without the need for the Agent or limited by any other Secured Party to take any further action as provided under the execution or effectiveness of the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete on and as of the 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 on and as of such earlier dateFinancing Orders.

Reaffirmation and Grant of Security Interests. (a) Each Credit Loan Party has (other than i) guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders on all certain Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectivelyGuarantee. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations and all Guarantee, as the case may be, including without limitation, limitation the payment and performance of all such obligations Obligations and all Guarantee which are joint and several obligations of each Credit Party grantor now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Loan Party’s 's right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations and all Guarantee (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Loan Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Loan Party represents and warrants that all representations and warranties contained in the Credit 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 Effective Closing 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.

Reaffirmation and Grant of Security Interests. Each (ai) Each Credit Party (other than Guarantor has guarantied the Borrower) has guaranteed the Finance Obligations and each (ii) Credit Party has created Liens in favor of Lenders on all certain Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement Article Seven hereof and the Pledge and Security Agreement, respectively. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations Obligations which are joint and several obligations of each Credit Party grantor now or hereafter existing, and (ii) grants to the Administrative Collateral Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral (as defined in the Pledge and Security Agreement) and all other Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations (whether at stated maturity, by acceleration or otherwise). (b) . Each Credit Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit 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 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party (other than the Borrower) has guaranteed the Finance Obligations and each Credit Party has created Liens in favor of Lenders on all Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectively. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement Agreement, effected pursuant to this Agreement. Each Credit Party hereby (iA) confirms that each Credit Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations Obligations which are joint and several obligations of each Credit Party grantor now or hereafter existing, and (iiB) grants to the Administrative Collateral Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law)ARCA. Each Credit Party represents and warrants that all representations and warranties contained in the Credit 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 ARCA 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party (other than the BorrowerMLP and Gathering) has (i) guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders on all certain Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement Article Seven hereof and the Pledge and Security Agreement, respectively. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations Obligations which are joint and several obligations of each Credit Party grantor now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders Lenders, a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit 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 Restatement Closing 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Loan Party has (other than the Borroweri) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders the Administrative Agent on all the Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectively. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby (iA) confirms that each Credit Loan Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, the payment and performance of all such obligations which are joint and several obligations of each Credit Party now or hereafter existing, and (iiB) grants confirms that it has granted to the Administrative Agent for the benefit of the Term Loan Lenders a continuing lien on and security interest in and to such Credit Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Loan Party acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound prior to the execution and delivery of this Agreement 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Loan Party represents and warrants that all representations and warranties contained in the Credit 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 Effective Closing 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party Loan Party, subject to the terms and conditions contained herein and in the other Loan Documents, has (other than i) guarantied (or, in the case of the Borrower, is otherwise liable for) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders the Agent for the benefit of the Secured Parties on all the Collateral to secure its Obligations or Guaranteed Obligations, as applicable, and all of its other obligations hereunder, under the Guaranty, the Security Agreement Loan Documents (as applicable) (as amended or amended and the Pledge Agreement, respectivelyrestated hereby or in connection herewith). Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Original Credit Agreement and the Original Guaranty effected pursuant to this Agreement. Each Credit Loan Party hereby (ix) confirms that is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations of the Loan Parties under the Original Credit Agreement, the other Loan Documents (as defined in the Original Credit Agreement) and the Intercreditor Agreement, (y) confirms that each Credit Loan Document to which it is a party or is otherwise bound that constitutes this Agreement or the Preferred Ship Mortgage (or any other Loan Document that constitutes a collateral or security document) and all Collateral encumbered thereby will continue to guarantee or and/or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents, the payment and performance of the obligations under Obligations (and Guaranteed Obligations, in the Credit Documentscase of the Guarantors, but without duplication), as the case may be, including including, without limitation, the payment and performance of all such obligations which applicable Obligations that are joint and several obligations of each Credit Party Guarantor now or hereafter existing, and (iiz) grants to the Administrative Agent for the benefit of the Lenders Secured Parties a continuing lien Lien on and security interest in and to such Credit Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of all Obligations (and Guaranteed Obligations, in the obligations case of the Credit Parties under Guarantors, but without duplication) subject to the Credit terms and conditions contained herein and in the other Loan Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Loan Party acknowledges and agrees that any of the Credit Loan Documents (as amended and restated hereby and/or amended or amended and restated in connection herewith) 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 the amendment and restatement of the Existing Original Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium Agreement or similar laws affecting the enforcement amendment and restatement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law)Original Guaranty. Each Credit Loan Party represents and warrants that all representations and warranties contained in the Credit Loan Documents (as amended or amended and restated hereby or in connection herewith) to which it is a party or otherwise bound are true, true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and complete warranties that already are qualified or modified by materiality in the text thereof) on and as of the First Amended and Restated 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, true and correct and complete in all material respects on and as of such earlier date.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party Party, subject to the terms and limitations contained herein and in the applicable Credit Documents, hereby reaffirms its (other than i) guaranty of the Borrower) has guaranteed the Finance Guaranty Obligations and each Credit Party has (ii) Liens created Liens in favor of Lenders Administrative Agent on all its Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectivelyObligations. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound continues to be in full force and effect, 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 the obligations under the Credit Documents, as the case may beParty Obligations, including without limitation, limitation the payment and performance of all such obligations which applicable Guaranty Obligations or Credit Party Obligations that are joint and several obligations of each Credit Party now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights grants to the Administrative Agent a security interest in and continuing lien on all of acceleration such Credit Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the availability prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each all applicable Credit Party represents Obligations subject to the terms and warrants that all representations limits contained herein and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete on and as of the 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 on and as of such earlier dateSecurity Documents.

Reaffirmation and Grant of Security Interests. Each Loan Party, subject to the terms and limitations contained herein and in the applicable Loan Documents, hereby reaffirms its (ai) Each Credit Party guaranty of the Guaranteed Obligations pursuant to (other than and as defined in) the BorrowerGuarantee Agreement and (ii) has guaranteed the Finance Obligations and each Credit Party has Liens created Liens in favor of Lenders Administrative Agent on all its Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectivelySecured Obligations. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Original Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound continues to be in full force and effect, 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 the obligations under Guaranteed Obligations (as defined in the Credit DocumentsGuarantee Agreement) and the Secured Obligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations which applicable Guaranteed Obligations (as defined in the Guarantee Agreement) or Secured Obligations that are joint and several obligations of each Credit Loan Party now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Original Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights grants to the Administrative Agent a security interest in and continuing lien on all of acceleration such Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the availability prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents all applicable Secured Obligations subject to the terms and warrants that all representations limits contained herein and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete on and as of the 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 on and as of such earlier dateSecurity Documents.

Reaffirmation and Grant of Security Interests. (a) Each Credit Obligated Party hereby acknowledges that it has (i) guarantied the Obligations (other than than, in the case of a Borrower, such Borrower’s Obligations) has guaranteed and (ii) created, under Section 10.1 and under certain of the Finance Obligations and each Credit Party has created other Loan Documents to which it is a party, Liens in favor of Lenders the Collateral Agent, for the benefit of the Credit Providers, on all certain Collateral to secure its obligations Obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectively. Each Credit Obligated Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit First Amended and Restated Loan and Security Agreement effected pursuant to this Agreement. Each Credit Obligated Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound continues to be in full force and effect as amended hereby (if applicable) 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 DocumentsLoan Documents and subject to the last sentence of Section 10.1, the payment and performance of the obligations under the Credit Documents, as the case may beObligations, including without limitation, limitation the payment and performance of all such obligations Obligations, which are joint and several obligations of each Credit Obligated Party now or hereafter existing, and (ii) subject to the last sentence of Section 10.1, grants to the Administrative Agent Collateral Agent, for the benefit of the Lenders Credit Providers, a continuing lien on and security interest in and to such Credit Obligated Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Obligated Party 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 as amended hereby (if applicable) and that all of its obligations Obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Existing Credit First Amended and Restated Loan and Security Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Obligated Party represents and warrants that all representations and warranties contained in the Credit 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 Effective Closing 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Loan Party has (other than i) guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders on all certain Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectivelyGuarantee. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations and all Guarantee, as the case may be, including without limitation, limitation the payment and performance of all such obligations Obligations and all Guarantee which are joint and several obligations of each Credit Party grantor now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Loan Party’s 's right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations and all Guarantee (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Loan Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Loan Party represents and warrants that all representations and warranties contained in the Credit 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 Effective Closing 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 F-77 and complete in all material respects on and as of such earlier date.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party (other than the Borrower) has guaranteed the Finance Obligations and each Credit Party has created Liens in favor of Lenders on all Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectively. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing ARCA, which is an amendment and restatement of the Original Credit Agreement Agreement, effected pursuant to this Agreement. Each Credit Party hereby (iA) confirms that each Credit Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations Obligations which are joint and several obligations of each Credit Party grantor now or hereafter existing, and (iiB) grants to the Administrative Collateral Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law)ARCA. Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Amendment Agreement 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party Guarantor, subject to the terms and conditions contained herein and in the other Loan Documents, has (other than i) guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders the Administrative Agent for the benefit of the Secured Parties on all the Collateral to secure the Guaranteed Obligations and all of its other obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectivelyLoan Documents. Each Credit Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or and/or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documentssuch Loan Document, the payment and performance of the obligations under Obligations (including the Credit DocumentsGuaranteed Obligations), as the case may be, including including, without limitation, the payment and performance of all such obligations which applicable Obligations that are joint and several obligations of each any Credit Party now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders Secured Parties a continuing lien Lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of all Obligations (including the obligations of Guaranteed Obligations) subject to the Credit Parties under terms and conditions contained herein and in the Credit Loan Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party acknowledges and agrees that any of the Credit Loan Documents (as amended, restated, amended and restated, supplemented or otherwise modified in connection herewith) 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete on and as of the 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 on and as of such earlier date.

Reaffirmation and Grant of Security Interests. Each Loan Party, subject to the terms and limitations contained herein and in the applicable Loan Documents, hereby reaffirms its (ai) Each Credit Party guaranty of the Guaranteed Obligations pursuant to the Guarantee Agreement and (other than the Borrowerii) has guaranteed the Finance Obligations and each Credit Party has Liens created Liens in favor of Lenders Administrative Agent on all its Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectivelySecured Obligations. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Original Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound continues to be in full force and effect, 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 the obligations under Guaranteed Obligations and the Credit DocumentsSecured Obligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations which applicable Guaranteed Obligations or Secured Obligations that are joint and several obligations of each Credit Loan Party now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing Original Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights grants to the Administrative Agent a security interest in and continuing lien on all of acceleration such Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the availability prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents all applicable Secured Obligations subject to the terms and warrants that all representations limits contained herein and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete on and as of the 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 on and as of such earlier dateSecurity Documents.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party Party, subject to the terms and limits contained herein and in the Collateral Documents has (other than i) guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders Collateral Agent on all certain Collateral to secure its obligations hereunder, under the GuarantySection 7 hereof and each Collateral Document, the Security Agreement respectively (and the Pledge Agreement, respectivelyas applicable). Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing First Lien Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, limitation the payment and performance of all such obligations which applicable Obligations that are joint and several obligations of each Credit Party Grantor now or hereafter existing, and (ii) grants to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a continuing lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of all applicable Obligations subject to the obligations of terms and limits contained herein and in the Credit Parties under the Credit Collateral Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party 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 the amendment and restatement of the Existing First Lien Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the 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, true and correct and complete in all material respects on and as of such earlier date.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party Party, subject to the terms and conditions contained herein and in the other Credit Documents, has (other than i) guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders the Collateral Agent for the benefit of the Secured Parties on all certain Collateral to secure its obligations hereunder, under the GuarantySection 7 hereof and under each other Credit Document, the Security Agreement respectively (and the Pledge Agreement, respectivelyas applicable). Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is 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 such Credit DocumentsDocument, the payment and performance of the obligations under the Credit DocumentsObligations, as the case may be, including including, without limitation, the payment and performance of all such obligations which applicable Obligations that are joint and several obligations of each any Credit Party now or hereafter existing, and (ii) grants to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a continuing lien Lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of all applicable Obligations subject to the obligations of terms and conditions contained herein and in the Credit Parties under the Credit Collateral Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party acknowledges and agrees that any of the Credit Documents (as amended, restated, amended and restated, supplemented or otherwise modified in connection herewith) 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete on and as of the 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 on and as of such earlier date.

Reaffirmation and Grant of Security Interests. (a) Each Guarantor, subject to the terms and conditions contained herein and in the other Credit Party Documents, has (other than i) guarantied the Borrower) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders the Administrative Agent for the benefit of the Secured Parties on all the Collateral to secure the Guaranteed Obligation and all of its other obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectivelyCredit Documents. Each Credit Party Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Agreement (and the other Credit Documents) and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement (and the amendment and/or the amendment and restatement of any of the other Credit Documents (as defined in the Existing Agreement) in connection with this Agreement) and to the Borrower entering into any other Credit Documents in connection with this Agreement. Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or and/or secure, as the case may be, to the fullest extent possible in accordance with the such Credit DocumentsDocument, the payment and performance of the obligations under Obligations (including the Credit DocumentsGuaranteed Obligations), as the case may be, including including, without limitation, the payment and performance of all such obligations which applicable Obligations that are joint and several obligations of each any Credit Party now or hereafter existing, and (ii) grants to the Administrative Agent for the benefit of the Lenders Secured Parties a continuing lien Lien on and security interest in and to such Credit Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of all Obligations (including the obligations of Guaranteed Obligations) subject to the Credit Parties under terms and conditions contained herein and in the Credit Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Party acknowledges and agrees that any of the Credit Documents (as amended, restated, amended and restated, supplemented or otherwise modified in connection herewith) 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Party represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or otherwise bound are true, correct and complete on and as of the 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 on and as of such earlier date.

Reaffirmation and Grant of Security Interests. (a) Each Credit Loan Party has (other than the Borroweri) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders the Administrative Agent on all the Collateral to secure its obligations hereunder, under the Guaranty, the Security Agreement and the Pledge Agreement, respectively. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby (iA) confirms that each Credit Loan Document to which it is a party or is 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 the obligations under the Credit DocumentsObligations, as the case may be, including without limitation, the payment and performance of all such obligations which are joint and several obligations of each Credit Party now or hereafter existing, and (iiB) grants confirms that it has granted to the Administrative Agent for the benefit of the Revolving Lenders a continuing lien on and security interest in and to such Credit Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of the obligations of the Credit Parties under the Credit Documents Obligations (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Loan Party acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound prior to the execution and delivery of this Agreement 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 the amendment and restatement of the Existing Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Loan Party represents and warrants that all representations and warranties contained in the Credit 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 Effective Closing 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.

Reaffirmation and Grant of Security Interests. (a) Each Credit Party Loan Party, subject to the terms and conditions contained herein and in the other Loan Documents, has (other than i) guarantied (or, in the case of the Borrower, is otherwise liable for) has guaranteed the Finance Obligations and each Credit Party has (ii) created Liens in favor of Lenders the Agent for the benefit of the Secured Parties on all the Collateral to secure its Obligations or Guaranteed Obligations, as applicable, and all of its other obligations hereunder, under the Guaranty, the Security Agreement Loan Documents (as applicable) (as amended or amended and the Pledge Agreement, respectivelyrestated hereby or in connection herewith). Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment and restatement of the Existing First Amended and Restated Credit Agreement effected pursuant to this and the Guaranty (as defined in the First Amended and Restated Credit Agreement). Each Credit Loan Party hereby (ix) confirms that is the intention of each of the parties hereto that the First Amended and Restated Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations of the Loan Parties under the Original Credit Agreement, the First Amended and Restated Credit Agreement, the other Loan Documents (as defined in the Original Credit Agreement and the First Amended and Restated Credit Agreement) and the Intercreditor Agreement, (y) confirms that each Credit Loan Document to which it is a party or is otherwise bound that constitutes this Agreement or the Preferred Ship Mortgage (or any other Loan Document that constitutes a collateral or security document) and all Collateral encumbered thereby will continue to guarantee or and/or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents, the payment and performance of the obligations under Obligations (and Guaranteed Obligations, in the Credit Documentscase of the Guarantors, but without duplication), as the case may be, including including, without limitation, the payment and performance of all such obligations which applicable Obligations that are joint and several obligations of each Credit Party Guarantor now or hereafter existing, and (iiz) grants to the Administrative Agent for the benefit of the Lenders Secured Parties a continuing lien Lien on and security interest in and to such Credit Loan Party’s right, title and interest in, to and under all Collateral as collateral security for the prompt payment and performance in full when due of all Obligations (and Guaranteed Obligations, in the obligations case of the Credit Parties under Guarantors, but without duplication) subject to the Credit terms and conditions contained herein and in the other Loan Documents (whether at stated maturity, by acceleration or otherwise). (b) Each Credit Loan Party acknowledges and agrees that any of the Credit Loan Documents (as amended and restated hereby and/or amended or amended and restated in connection herewith) 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 the amendment and restatement of the Existing First Amended and Restated Credit Agreement or the amendment and restatement of the Guaranty (as defined in the First Amended and Restated Credit Agreement, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law). Each Credit Loan Party represents and warrants that all representations and warranties contained in the Credit Loan Documents (as amended or amended and restated hereby or in connection herewith) to which it is a party or otherwise bound are true, true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and complete warranties that already are qualified or modified by materiality in the text thereof) on and as of the Second Amended and Restated 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, true and correct and complete in all material respects on and as of such earlier date.