Common use of Ratification; Reaffirmation Clause in Contracts

Ratification; Reaffirmation. The US Borrower, the Company and Holdings each hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment. As of the date of this Amendment, the US Borrower, the Company and Holdings each hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent or the Lenders, as the case may be, under each Loan Document, (b) affirms and confirms its guarantees, pledges, grants and other undertakings under the Credit Agreement and the other Loan Documents to which it is a party, (c) agrees that (i) each Loan Document to which it is a party shall continue in full force and effect (as amended hereby) and that (save as amended hereby) all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, and (ii) all guarantees, pledges, charges, grants and other undertakings thereunder shall (save as amended hereby) continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, (d) agrees and acknowledges that the liens in favor of the Collateral Agent and the Lenders under each Loan Document constitute valid, binding, enforceable and perfected first priority liens and security interests in the Collateral and are not subject to avoidance, disallowance or subordination pursuant to any applicable law, (e) agrees and acknowledges the Obligations constitute legal, valid and binding obligations of the US Borrower and that (i) no offsets, defenses or counterclaims to the Obligations or any other causes of action with respect to the Obligations or the Loan Documents exist and (ii) no portion of the Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to any applicable law, and (f) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents, and agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s nor any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Credit Agreement or other Loan Documents with respect to any subsequent modifications, consent or waiver with respect to the Credit Agreement or other Loan Documents. The Credit Agreement and each other Loan Document is in all respects hereby ratified and confirmed. This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement.

Ratification; Reaffirmation. The US Borrower, the Company and Holdings each Each Loan Party hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment. As of the date of this Amendment and after giving effect to the establishment of the Amendment No. 2 Term Facility and the Amendment No. 2 Revolving Facility and the other transactions contemplated by this Amendment (including with respect to any new obligations assumed by it under the Loan Documents as a result of this Amendment, the US Borrowersubject to any limitations set forth therein), the Company and Holdings each Loan Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent or the Lenders, as the case may be, under each Loan Document, (b) affirms and confirms its guarantees, pledges, grants and other undertakings under the Credit Agreement and the other Loan Documents to which it is a party, (c) agrees that (i) each Loan Document to which it is a party shall continue in full force and effect (as amended hereby) and that (save as amended hereby) all of its obligations thereunder shall be valid and enforceable enforceable, subject to the Legal Reservations, and shall not be impaired or limited by the execution or effectiveness of this Amendment, the establishment of the Amendment No. 2 Term Facility and the Amendment No. 2 Revolving Facility and the other transactions contemplated by this Amendment, and (ii) all guarantees, pledges, charges, grants and other undertakings thereunder shall (save as amended hereby) continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, and (d) agrees and acknowledges that the liens in favor of the Collateral Agent and the Lenders under each Loan Document constitute valid, binding, enforceable and perfected first priority liens and security interests in the Collateral and are not subject to avoidance, disallowance or subordination pursuant to any applicable law, (e) agrees and acknowledges the Obligations constitute legal, valid and binding obligations of the US Borrower and that (i) no offsets, defenses or counterclaims to the Obligations or any other causes of action with respect to the Obligations or the Loan Documents exist and (ii) no portion of the Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to any applicable law, and (f) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents, and agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s nor any Lender▇▇▇▇▇▇’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Existing Credit Agreement or other Loan Documents with respect to any subsequent modifications, consent or waiver with respect to the Existing Credit Agreement or other Loan Documents. The Credit Agreement and each other Loan Document is in all respects hereby ratified and confirmed. This Amendment shall constitute a “Loan Document” for purposes Each of the Credit Agreement.parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President and Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President and Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President and Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person S4-ML HOLDINGS, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President and Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person as a Lender and Issuing Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory

Ratification; Reaffirmation. (a) The US Borrower, Issuer and the Company and Holdings Guarantor each hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment. As of the date of this Amendment, each of the US Borrower, Guarantor and the Company and Holdings each Issuer hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent or the Lenders, as the case may be, under each Loan Preferred Shares Document, (b) affirms and confirms its guarantees, pledges, grants and other undertakings under the Credit Preferred Share Subscription Agreement and the other Loan Preferred Shares Documents to which it is a party, (c) agrees that (i) each Loan Preferred Shares Document to which it is a party shall continue in full force and effect (as amended hereby) and that (save as amended hereby) all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, and (ii) all guarantees, pledges, charges, grants and other undertakings thereunder shall (save as amended hereby) continue to be in full force and effect and shall accrue to the benefit of the Secured PartiesIncremental Investors and the Existing Investors, (d) agrees and acknowledges that the liens in favor of the Collateral Agent and the Lenders under each Loan Document constitute valid, binding, enforceable and perfected first priority liens and security interests in the Collateral and are not subject to avoidance, disallowance or subordination pursuant to any applicable law, (e) agrees and acknowledges the Obligations constitute legal, valid and binding obligations of the US Borrower Issuer and that (i) no offsets, defenses or counterclaims to the Obligations or any other causes of action with respect to the Obligations or the Loan Preferred Shares Documents exist and (ii) no portion of the Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to any applicable law, and (fe) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Preferred Shares Documents, and agrees that neither such ratification and reaffirmation, nor the Administrative any Agent’s nor any LenderIncremental Investor’s or Existing Investor’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Credit Preferred Share Subscription Agreement or other Loan Preferred Shares Documents with respect to any subsequent modifications, consent or waiver with respect to the Credit Preferred Share Subscription Agreement or other Loan Preferred Shares Documents. The Credit Preferred Share Subscription Agreement and each other Loan Preferred Shares Document is in all respects hereby ratified and confirmed. This Amendment shall constitute a “Loan Preferred Shares Document” for purposes of the Credit Preferred Share Subscription Agreement. (b) Each of Carlyle Credit Opportunities Fund II, L.P. and Carlyle Credit Opportunities Fund (Parallel) II, SCSp acknowledges and agrees for the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and N.M. Rothschild & Sons Limited that the representations and undertakings set out in the letter dated 25 August 2021 shall apply to the end of the Long Stop Date as defined herein and that all references to the Preferred Equity Incremental Documents and the Incremental Amendment Agreements shall be to such agreements and documents as may be amended from time to time.

Ratification; Reaffirmation. The US Borrower, the Company and Holdings each hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Amendment. As of the date of this Amendment, the US Borrower, the Company and Holdings each hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent or the Lenders, as the case may be, under each Loan Document, (b) affirms and confirms its guarantees, pledges, grants and other undertakings under the Credit Agreement (as amended hereby) and the other Loan Documents to which it is a party, (c) agrees that (i) each Loan Document to which it is a party shall continue in full force and effect (as amended hereby) and that (save as amended hereby) all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment, and (ii) all guarantees, pledges, charges, grants and other undertakings thereunder shall (save as amended hereby) continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, (d) agrees and acknowledges that the liens in favor of the Collateral Agent and the Lenders under each Loan Document constitute valid, binding, enforceable and perfected first priority liens and security interests in the Collateral and are not subject to avoidance, disallowance or subordination pursuant to any applicable law, (e) agrees and acknowledges the Obligations constitute legal, valid and binding obligations of the US Borrower and that (i) no offsets, defenses or counterclaims to the Obligations or any other causes of action with respect to the Obligations or the Loan Documents exist and (ii) no portion of the Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to any applicable law, and (f) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents, and agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s nor any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Credit Agreement or other Loan Documents with respect to any subsequent modifications, consent or waiver with respect to the Credit Agreement or other Loan Documents. For the avoidance of doubt, it being understood that the agreed security principles attached to the Credit Agreement as Exhibit B thereto shall apply to the 2021 Incremental Term Loan Commitments. The Credit Agreement and each other Loan Document is in all respects hereby ratified and confirmed. This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement.