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

Reaffirmation of Guarantees and Security Interests. The Borrower, Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement and consents to the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Borrower, Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this AgreementAmendment, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement Amendment and consents to the terms, conditions and other provisions of this AgreementAmendment, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement Amendment shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement Amendment in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Each Loan Party has (i) (other than the Borrower) guaranteed all or a portion of the Obligations and (ii) created Liens in favor of the Secured Parties on certain Collateral to secure its obligations within the Credit Agreement, Holdings and Project Company (each, under the Collateral Documents to which it is a “Reaffirming Party”) party. Each Loan Party hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to and this Agreement Amendment and consents to this Amendment to be entered into on the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated herebydate hereof. Each Reaffirming Loan Party hereby (i) confirms that each Financing 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 Financing Loan Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) applicable “Obligations” under each of the Financing Loan Documents to which it is a party. Without limiting party and (ii) confirms that the generality Lien granted to the Collateral Agent for the benefit of the foregoingSecured Parties with respect to such Loan Party’s right, each Reaffirming Party hereby confirmstitle and interest in, ratifies to and reaffirms its under all Collateral as collateral security for the prompt payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each performance in full when due of the Financing Documents to which it applicable Obligations (whether at stated maturity, by acceleration or otherwise) is a party. For the avoidance of doubt, nothing in this Agreement shall constitute a new grant of security interestcontinuing. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Loan Party acknowledges and agrees that (i) each of the Financing Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the transactions contemplated herebySecured Parties.

Reaffirmation of Guarantees and Security Interests. |US-DOCS\147873560.21|| The Borrower, Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement and consents to the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Borrower, Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement and consents to the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement |US-DOCS\150582517.4|| (including all such Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Borrower, Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this AgreementAmendment, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement Amendment and consents to the terms, conditions and other provisions of this AgreementAmendment, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement Amendment shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings recordings, other than the recording of the Mortgage Amendment, need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement Amendment in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Borrower, Holdings and Project Company (each, a “Reaffirming Party”) Each Loan Party hereby acknowledges that it its receipt of a copy of this Incremental Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Incremental Amendment and the transactions contemplated hereby, including the extension of credit in the form of the Second Incremental Amendment Term Loans and the Delayed Draw Incremental Term Loans. Each Loan Party, after giving effect to this Incremental Amendment, hereby (a) has reviewed affirms, ratifies and confirms its prior obligations, Liens, guarantees, pledges, grants of security interest and other undertakings under the terms Existing First Lien Credit Agreement and provisions of this Agreementthe other First Lien Loan Documents to which it is a party, (b) consents to agrees that (i) the amendments to the Existing First Lien Credit Agreement effected pursuant to this Agreement and consents to the terms, conditions and each other provisions of this Agreement, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing First Lien Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will shall continue to guarantee or securebe in full force and effect and (ii) all Liens, as the case may beguarantees, security interests, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the fullest extent possible in accordance with benefit of the Financing Documents the payment and performance of all Obligations under and Secured Parties (as defined in the Amended Credit Agreement First Lien Collateral Agreement), including the Second Incremental Amendment Term Lenders and Delayed Draw Incremental Lenders, and (including c) acknowledges that from and after the date hereof, all such Obligations as amended Second Incremental Amendment Term Loans and reaffirmed pursuant Delayed Draw Incremental Term Loans from time to this Amendment) under each of the Financing Documents time outstanding shall be deemed to which it is a partybe Secured Obligations. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all of the Secured Obligations of the Loan Parties including without limitation under the Existing First Lien Credit Agreement and the other First Lien Loan Documents, in each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligationscase, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in amended by this Agreement shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated herebyIncremental Amendment.

Reaffirmation of Guarantees and Security Interests. The Each Loan Party has (i) (other than the Borrower) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations within the Credit Agreement, Holdings and Project Company (each, under the Security Documents to which it is a “Reaffirming Party”) party. Each Loan Party hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to and this Agreement and consents to this Agreement to be entered into on the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated herebydate hereof. Each Reaffirming Loan Party hereby (i) confirms that each Financing 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 Financing Loan Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) “Obligations” under each of the Financing Loan Documents to which it is a party. Without limiting party (in each case as such terms are defined in the generality applicable Loan Document) and (ii) grants to the Administrative Agent for the benefit of the foregoingLenders a continuing lien on and security interest in and to such Loan Party’s right, each Reaffirming Party hereby confirmstitle and interest in, ratifies to and reaffirms its under all Collateral as collateral security for the prompt payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each performance in full when due of the Financing Documents to which it is a party. For the avoidance of doubtObligations (whether at stated maturity, nothing in this Agreement shall constitute a new grant of security interestby acceleration or otherwise). Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Loan Party acknowledges and agrees that each (i) any of the Financing Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any Agreement, (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the transactions contemplated herebySecured Parties, including the 2019 Incremental Lenders and (iii) from and after the date hereof, all Term B-2 Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement.

Reaffirmation of Guarantees and Security Interests. The Each Loan Party has (a) (other than the Borrower) guaranteed the Obligations and (b) created Liens in favor of Lenders on certain Collateral to secure its obligations within the Credit Agreement, Holdings and Project Company (each, under the Security Documents to which it is a “Reaffirming Party”) party. Each Loan Party hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to and this Agreement Amendment and consents to this Amendment to be entered into on the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated herebydate hereof. Each Reaffirming Loan Party hereby (i) confirms that each Financing 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 Financing Loan Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) “Obligations” under each of the Financing Loan Documents to which it is a party. Without limiting party (in each case as such terms are defined in the generality applicable Loan Document), (ii) grants to the Successor Agent for the benefit of the foregoingLenders a continuing lien on and security interest in and to such Loan Party’s right, each Reaffirming Party hereby confirmstitle and interest in, ratifies to and reaffirms its under all Collateral as collateral security for the prompt payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each performance in full when due of the Financing Documents to which it is a party. For the avoidance of doubtObligations (whether at stated maturity, nothing in this Agreement shall constitute a by acceleration or otherwise) and (iii) no new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need will be required to be made, and no made or other actions need action be taken to be taken, by such Reaffirming Party as a consequence of this Agreement in order perfect or to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a partysuch Liens. Each Reaffirming Loan Party acknowledges and agrees that each (i) any of the Financing Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any Amendment, (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the transactions contemplated herebySecured Parties, including the Additional Refinancing Lender and (iii) from and after the date hereof, all Amendment No. 6 Refinancing Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement and the Amended Credit Agreement.

Reaffirmation of Guarantees and Security Interests. The Borrower, Holdings Each of the Loan Parties party to the Amended and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this Restated Credit Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to this Security Agreement and consents the other Collateral Documents, in each case as amended, supplemented or otherwise modified from time to the termstime, conditions and other provisions of this Agreement, and (c) consents to each hereby as of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement date hereof (including all such Obligations as amended and reaffirmed pursuant to this Amendmenti) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each the 2021 Refinancing Term Loans are Term Loans, the 2021 Refinancing Term Loan Commitments constitute Term B Commitments, and the 2021 Refinancing Term Lenders are Lenders, and that all of its obligations under (a) the Amended and Restated Credit Agreement are in full force and effect as of the Financing Amendment Agreement Effective Date, and (b) the Security Agreement and the other Collateral Documents to which it is a party or otherwise bound shall continue are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties (including the 2021 Refinancing Term Lenders) and affirms the guaranties made pursuant to the Amended and Restated Credit Agreement, (iii) acknowledges and agrees that all of its payment obligations, guarantees, pledges, the grants of security interests by and the guaranties of the Loan Parties contained in the Amended and Restated Credit Agreement and in the Security Agreement and the other obligationsCollateral Documents are, and shall remain, in full force and effect after giving effect to this Amendment Agreement and the amendment and restatement of the Original Credit Agreement contemplated hereby, as applicablesecurity for the Secured Obligations, under and subject to (iv) agrees that the terms of such Financing Documents shall be valid Obligations include, among other things and enforceable without limitation, the prompt and shall not be impaired or limited complete payment and performance by the execution Borrowers when due and payable (whether at the stated maturity, by acceleration or effectiveness otherwise) of this Amendment or any of principal and interest on, and premium (if any) on, the transactions contemplated hereby2021 Refinancing Term Loans under the Amended and Restated Credit Agreement.

Reaffirmation of Guarantees and Security Interests. The Each Loan Party has (a) (other than the Borrower) guaranteed the Obligations and (b) created Liens in favor of Lenders on certain Collateral to secure its obligations within the Credit Agreement, Holdings and Project Company (each, under the Security Documents to which it is a “Reaffirming Party”) party. Each Loan Party hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to and this Agreement Amendment and consents to this Amendment to be entered into on the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated herebydate hereof. Each Reaffirming Loan Party hereby (i) confirms that each Financing 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 Financing Loan Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) “Obligations” under each of the Financing Loan Documents to which it is a party. Without limiting party (in each case as such terms are defined in the generality applicable Loan Document), (ii) grants to the Administrative Agent for the benefit of the foregoingLenders a continuing lien on and security interest in and to such Loan Party’s right, each Reaffirming Party hereby confirmstitle and interest in, ratifies to and reaffirms its under all Collateral as collateral security for the prompt payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each performance in full when due of the Financing Documents to which it is a party. For the avoidance of doubtObligations (whether at stated maturity, nothing in this Agreement shall constitute a by acceleration or otherwise) and (iii) no new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need will be required to be made, and no made or other actions need action be taken to be taken, by such Reaffirming Party as a consequence of this Agreement in order perfect or to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a partysuch Liens. Each Reaffirming Loan Party acknowledges and agrees that each (i) any of the Financing Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any Amendment, (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the transactions contemplated herebySecured Parties, including the 2021-B Incremental Lenders and (iii) from and after the date hereof, all 2021-B Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement and the Amended Credit Agreement.

Reaffirmation of Guarantees and Security Interests. The Each Loan Party has (i) (other than the Borrower) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations within the Credit Agreement, Holdings and Project Company (each, under the Security Documents to which it is a “Reaffirming Party”) party. Each Loan Party hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to and this Agreement Amendment and consents to this Amendment to be entered into on the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated herebydate hereof. Each Reaffirming Loan Party hereby (i) confirms that each Financing 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 Financing Loan Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) “Obligations” under each of the Financing Loan Documents to which it is a party. Without limiting party (in each case as such terms are defined in the generality applicable Loan Document) and (ii) grants to the Administrative Agent for the benefit of the foregoingLenders a continuing lien on and security interest in and to such Loan Party’s right, each Reaffirming Party hereby confirmstitle and interest in, ratifies to and reaffirms its under all Collateral as collateral security for the prompt payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each performance in full when due of the Financing Documents to which it is a party. For the avoidance of doubtObligations (whether at stated maturity, nothing in this Agreement shall constitute a new grant of security interestby acceleration or otherwise). Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Loan Party acknowledges and agrees that each (i) any of the Financing Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any Amendment, (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the transactions contemplated herebySecured Parties, including the 2019-B Incremental Lenders and (iii) from and after the date hereof, all 2019-B Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement.

Reaffirmation of Guarantees and Security Interests. The Borrower, Borrower and Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement and the Security Agreement effected pursuant to this Agreement and consents to the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this AmendmentAgreement) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment Agreement or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Borrower, Borrower and Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this AgreementAmendment, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement Amendment and consents to the terms, conditions and other provisions of this AgreementAmendment, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement Amendment shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement Amendment in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Borrower, Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement and consents to the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party. |US-DOCS\149416189.6|| Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Each Loan Party has (a) (other than the Borrower) guaranteed the Obligations and (b) created Liens in favor of Lenders on certain Collateral to secure its obligations within the Credit Agreement, Holdings and Project Company (each, under the Security Documents to which it is a “Reaffirming Party”) party. Each Loan Party hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to and this Agreement Amendment and consents to this Amendment to be entered into on the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated herebydate hereof. Each Reaffirming Loan Party hereby (i) confirms that each Financing 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 Financing Loan Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) “Obligations” under each of the Financing Loan Documents to which it is a party. Without limiting party (in each case as such terms are defined in the generality applicable Loan Document), (ii) grants to the Administrative Agent for the benefit of the foregoingLenders a continuing lien on and security interest in and to such Loan Party’s right, each Reaffirming Party hereby confirmstitle and interest in, ratifies to and reaffirms its under all Collateral as collateral security for the prompt payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each performance in full when due of the Financing Documents to which it is a party. For the avoidance of doubtObligations (whether at stated maturity, nothing in this Agreement shall constitute a by acceleration or otherwise) and (iii) no new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need will be required to be made, and no made or other actions need action be taken to be taken, by such Reaffirming Party as a consequence of this Agreement in order perfect or to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a partysuch Liens. Each Reaffirming Loan Party acknowledges and agrees that each (i) any of the Financing Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any Amendment, (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the transactions contemplated herebySecured Parties, including the Additional Refinancing Lender and (iii) from and after the date hereof, all Amendment No. 3 Refinancing Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement and the Amended Credit Agreement.

Reaffirmation of Guarantees and Security Interests. The Each Loan Party has (a) (other than the Borrower) guaranteed the Obligations and (b) created Liens in favor of Lenders on certain Collateral to secure its obligations within the Credit Agreement, Holdings and Project Company (each, under the Security Documents to which it is a “Reaffirming Party”) party. Each Loan Party hereby acknowledges that it (a) has reviewed the terms and provisions of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to and this Agreement Amendment and consents to this Amendment to be entered into on the terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated herebydate hereof. Each Reaffirming Loan Party hereby (i) confirms that each Financing 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 Financing Loan Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) “Obligations” under each of the Financing Loan Documents to which it is a party. Without limiting party (in each case as such terms are defined in the generality applicable Loan Document), (ii) grants to the Administrative Agent for the benefit of the foregoingLenders a continuing lien on and security interest in and to such Loan Party’s right, each Reaffirming Party hereby confirmstitle and interest in, ratifies to and reaffirms its under all Collateral as collateral security for the prompt payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each performance in full when due of the Financing Documents to which it is a party. For the avoidance of doubtObligations (whether at stated maturity, nothing in this Agreement shall constitute a by acceleration or otherwise) and (iii) no new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need will be required to be made, and no made or other actions need action be taken to be taken, by such Reaffirming Party as a consequence of this Agreement in order perfect or to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a partysuch Liens. Each Reaffirming Loan Party acknowledges and agrees that each (i) any of the Financing Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any Amendment, (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the transactions contemplated herebySecured Parties, including the Additional Refinancing Lender and (iii) from and after the date hereof, all Amendment No. 7 Refinancing Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement and the Amended Credit Agreement.

Reaffirmation of Guarantees and Security Interests. The Borrower, Borrower and Holdings and Project Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions of this AgreementAmendment, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement Amendment and consents to the terms, conditions and other provisions of this AgreementAmendment, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing Document to which it is a party or 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 Financing Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party. Without limiting the generality of the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in this Agreement Amendment shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement Amendment in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.

Reaffirmation of Guarantees and Security Interests. The Borrower, Holdings and Project Company (each, a “Reaffirming Party”) Each Loan Party hereby acknowledges that it its receipt of a copy of this Incremental Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Incremental Amendment and the transactions contemplated hereby, including the extension of credit in the form of the Bridge Loans. Each Loan Party, after giving effect to this Incremental Amendment, hereby (a) has reviewed affirms, ratifies and confirms its prior obligations, Liens, guarantees, pledges, grants of security interest and other undertakings under the terms Existing First Lien Credit Agreement and provisions of this Agreementthe other First Lien Loan Documents to which it is a party, (b) consents to agrees that (i) the amendments to the Existing First Lien Credit Agreement effected pursuant to this Agreement and consents to the terms, conditions and each other provisions of this Agreement, and (c) consents to each of the transactions contemplated hereby. Each Reaffirming Party hereby confirms that each Financing First Lien Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will shall continue to guarantee or securebe in full force and effect and (ii) all Liens, as the case may beguarantees, security interests, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the fullest extent possible in accordance with benefit of the Financing Documents the payment and performance of all Obligations under and Secured Parties (as defined in the Amended Credit Agreement First Lien Collateral Agreement), including the Bridge Lenders, and (including c) acknowledges that from and after the date hereof, all such Obligations as amended and reaffirmed pursuant Bridge Loans from time to this Amendment) under each of the Financing Documents time outstanding shall be deemed to which it is a partybe Secured Obligations. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all of the Secured Obligations of the Loan Parties including without limitation under the Existing First Lien Credit Agreement and the other First Lien Loan Documents, in each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants of security interests and other obligationscase, as applicable, under and subject to the terms of each of the Financing Documents to which it is a party. For the avoidance of doubt, nothing in amended by this Agreement shall constitute a new grant of security interest. Each Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests created by the Financing Documents to which it is a party. Each Reaffirming Party acknowledges and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment or any of the transactions contemplated herebyIncremental Amendment.