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

Confirmation of Guarantees and Security Interests. The Company and each Guarantor hereby confirm that (i) the payment and performance obligations of the Guarantors under the Indenture, as modified or supplemented hereby, shall continue to be in full force and effect and are hereby ratified and confirmed in all respects, (ii) the obligations under the New Notes will be and are secured equally and ratably by all Liens granted in connection with the issuance of the Existing Notes, including by a valid and enforceable perfected second-priority Lien on the Collateral, subject to Permitted Liens, in favor of the Collateral Agent pursuant to and in accordance with the Security Documents, at any time granted by the Company or any Guarantor to secure any Parity Lien Obligations whether or not upon property otherwise constituting collateral to such Parity Lien Obligations, and (iii) all Liens granted pursuant to the Security Documents will be enforceable by the Collateral Agent for the benefit of the Holders. The Company and the Trustee acknowledge and agree that the New Notes shall constitute Second Lien Notes for all purposes under the Intercreditor Agreement, and as such the Holders of the New Notes shall be entitled to all the rights and benefits under and shall be subject in all other applicable respects to the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens. The Company and the Guarantors hereby reaffirm and direct the Collateral Agent to perform its obligations under the Intercreditor Agreement and the Second Lien Security Documents. The Trustee is hereby authorized and directed to execute and deliver the Second Lien Joinder to the Intercreditor Agreement, and the Holders of the New Notes, by their acceptance of the New Notes, affirm such authorization and direction.

Confirmation of Guarantees and Security Interests. The Company and each Guarantor hereby confirm that (i) the payment and performance obligations of the Guarantors under the Indenture, as modified or supplemented hereby, shall continue to be in full force and effect and are hereby ratified and confirmed in all respects, (ii) the obligations under the New Notes will be and are secured equally and ratably by all Liens granted in connection with the issuance of the Existing Initial Notes, including by a valid and enforceable perfected second-priority Lien on the Collateral, subject to Permitted Liens, in favor of the Collateral Agent pursuant to and in accordance with the Security Documents, at any time granted by the Company or any Guarantor to secure any Parity Lien Obligations whether or not upon property otherwise constituting collateral to such Parity Lien Obligations, and (iii) all Liens granted pursuant to the Security Documents will be enforceable by the Collateral Agent for the benefit of the Holders. The Company and the Trustee acknowledge and agree that the New Notes shall constitute Second Lien Notes for all purposes under the Intercreditor Agreement, and as such the Holders of the New Notes shall be entitled to all the rights and benefits under and shall be subject in all other applicable respects to the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens. The Company and the Guarantors hereby reaffirm and direct the Collateral Agent to perform its obligations under the Intercreditor Agreement and the Second Lien Security Documents. The Trustee is hereby authorized and directed to execute and deliver the Second Lien Joinder to the Intercreditor Agreement, and the Holders of the New Notes, by their acceptance of the New Notes, affirm such authorization and direction.

Confirmation of Guarantees and Security Interests. The Company and By signing this Agreement, each Guarantor hereby confirm that Loan Party (i) hereby acknowledges receipt of a copy of this Agreement and consents to the payment transactions contemplated hereby (including the effectiveness of the Revolving Facility), (ii) without limiting its obligations under, or the provisions of, the Guarantee Agreement, hereby confirms its respective guarantees, as applicable, under the Guarantee Agreement (including with respect to the Revolving Facility, any Revolving Loans that may be made from time to time thereunder and performance any letters of credit that may be issued from time to time thereunder), (iii) without limiting its obligations under, or the provisions of, the Collateral Agreement, hereby confirms its respective pledges and grants of security interests, as applicable, under the Collateral Agreement and each of the other Loan Documents to which it is party (including with respect to the Revolving Facility, any Revolving Loans that may be made from time to time thereunder and any letters of credit that may be issued from time to time thereunder), (iv) without limiting its obligations under, or the provisions of, any Loan Document, hereby confirms that the obligations of the Guarantors Borrower under the IndentureCredit Agreement (including with respect to the Revolving Facility, any Revolving Loans that may be made from time to time thereunder and any letters of credit that may be issued from time to time thereunder) are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee Agreement, the Collateral Agreement and the other Loan Documents and constitute “Obligations”, “Loan Document Obligations”, “Guaranteed Obligations”, “Secured Obligations” or other similar term for purposes thereof, (v) hereby agrees that, notwithstanding the effectiveness of this Agreement and the Revolving Facility, such guarantees, and pledges and grants of security interests, as modified or supplemented herebyapplicable, shall continue to be in full force and effect and are hereby ratified shall continue to inure to the benefit of the Lenders (including the Additional Lenders) and confirmed in all respectsthe other Secured Parties, (iivi) hereby agrees that each Additional Lender shall be a “Guaranteed Party”, a “Secured Party”, a “Revolving Lender” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Credit Agreement) for all purposes of the Credit Agreement and the other Loan Documents and (vii) hereby ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the obligations under the New Notes will be and are secured equally and ratably by all Liens granted in connection Credit Agreement (including with the issuance of the Existing Notes, including by a valid and enforceable perfected second-priority Lien on the Collateral, subject to Permitted Liens, in favor of the Collateral Agent pursuant to and in accordance with the Security Documents, at any time granted by the Company or any Guarantor to secure any Parity Lien Obligations whether or not upon property otherwise constituting collateral to such Parity Lien Obligations, and (iii) all Liens granted pursuant respect to the Security Documents will Revolving Facility, any Revolving Loans that may be enforceable by the Collateral Agent for the benefit made from time to time thereunder and any letters of the Holders. The Company and the Trustee acknowledge and agree credit that the New Notes shall constitute Second Lien Notes for all purposes under the Intercreditor Agreement, and as such the Holders of the New Notes shall may be entitled issued from time to all the rights and benefits under and shall be subject in all other applicable respects to the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens. The Company and the Guarantors hereby reaffirm and direct the Collateral Agent to perform its obligations under the Intercreditor Agreement and the Second Lien Security Documents. The Trustee is hereby authorized and directed to execute and deliver the Second Lien Joinder to the Intercreditor Agreement, and the Holders of the New Notes, by their acceptance of the New Notes, affirm such authorization and directiontime thereunder).

Confirmation of Guarantees and Security Interests. The Company By signing this Restatement Agreement, each U.S. Loan Party party hereto hereby confirms that (a) the obligations of the Lead Borrower, the Canadian Borrower and each Guarantor hereby confirm that the German Borrower under the Original Credit Agreement and the other Loan Documents as amended, modified or supplemented by the terms of this Restatement Agreement (including with respect to the Refinancing Term Loans contemplated by this Restatement Agreement and the incurrence of the German Obligations by the German Borrower) (i) are entitled to the payment and performance obligations benefits of the Guarantors under guarantees and the Indenturesecurity interests set forth or created in the Holdings/Lead Borrower Guaranty (as amended, as modified or supplemented herebyby the terms of this Restatement Agreement), the U.S. Subsidiary Guaranty (as amended, modified or supplemented by the terms of this Restatement Agreement), the Security Documents (including the U.S. Security Agreement (as amended, modified or supplemented by the terms of this Restatement Agreement)), and the other Loan Documents, (ii) constitute “Obligations”, “Secured Obligations” and “Guaranteed Obligations” or other similar term for purposes of the Original Credit Agreement, the Security Documents and each other Loan Document, in each case as amended, modified or supplemented by this Restatement Agreement and (iii) notwithstanding the effectiveness of the terms hereof, the Holdings/Lead Borrower Guaranty, the U.S. Subsidiary Guaranty, the Security Documents, and the other Loan Documents are, and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respectsrespects and (b) each New Lender shall be a “Secured Party”, a “Secured Creditor” and a “Lender” (ii) the obligations under the New Notes will be and are secured equally and ratably by all Liens granted in connection with the issuance including without limitation for purposes of the Existing Notes, including by a valid and enforceable perfected second-priority Lien on the Collateral, subject to Permitted Liens, definition of “Required Lenders” contained in favor Section 1.01 of the Collateral Agent pursuant to and in accordance with the Security Documents, at any time granted by the Company or any Guarantor to secure any Parity Lien Obligations whether or not upon property otherwise constituting collateral to such Parity Lien Obligations, and (iiiRestated Credit Agreement) all Liens granted pursuant to the Security Documents will be enforceable by the Collateral Agent for the benefit of the Holders. The Company and the Trustee acknowledge and agree that the New Notes shall constitute Second Lien Notes for all purposes under the Intercreditor Agreement, and as such the Holders of the New Notes shall be entitled to all the rights and benefits under and shall be subject in all other applicable respects to the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens. The Company and the Guarantors hereby reaffirm and direct the Collateral Agent to perform its obligations under the Intercreditor Restated Credit Agreement and the Second Lien Security other Loan Documents. The Trustee is hereby authorized and directed to execute and deliver the Second Lien Joinder to the Intercreditor By signing this Restatement Agreement, each Loan Party party hereto ratifies and the Holders confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the New NotesObligations (including the German Obligations) as amended, by their acceptance of the New Notes, affirm such authorization and directionmodified and/or increased hereby.

Confirmation of Guarantees and Security Interests. The Company and By signing this Amendment, each Guarantor Loan Party hereby confirm confirms that (ia) the payment and performance its obligations of the Guarantors under the IndentureGuaranty, as modified or supplemented herebythe Security Agreement and the other Collateral Documents are hereby reaffirmed, ratified and confirmed in all respects and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects, (iib) the obligations of the Loan Parties under the New Notes will be Amended Credit Agreement as modified or supplemented hereby (including with respect to the Incremental 2017 First Lien Term Loans and the Refinancing 2017 First Lien Term Loans contemplated by this Amendment) and the other Loan Documents (i) are secured equally and ratably by all Liens granted in connection with entitled to the issuance benefits of the Existing Notesguarantees and the security interests set forth or created in the Guaranty, including by a valid and enforceable perfected second-priority Lien on the Collateral, subject to Permitted Liens, in favor of the Collateral Agent pursuant to and in accordance with the Security Agreement, the other Collateral Documents or the other Loan Documents, at any time granted by the Company or any Guarantor as applicable (which shall continue to secure any Parity Lien Obligations whether or not upon property otherwise constituting collateral to such Parity Lien the Secured Obligations), and (iiiii) all Liens granted pursuant to constitute “Secured Obligations,” “Guaranteed First Lien Obligations” or other similar term for purposes of the Amended Credit Agreement, the Guaranty, the Security Agreement, the other Collateral Documents will or the other Loan Documents, as applicable, and (c) each Incremental 2017 First Lien Term Loan Lender and Refinancing 2017 First Lien Term Loan Lender shall be enforceable by the Collateral Agent a “Secured Party” and a “Lender” (including without limitation for the benefit purposes of the Holders. The Company and definition of “Required Lenders” contained in Section 1.01 of the Trustee acknowledge and agree that the New Notes shall constitute Second Lien Notes Amended Credit Agreement) for all purposes under the Intercreditor Agreement, and as such the Holders of the New Notes shall be entitled to all the rights and benefits under and shall be subject in all other applicable respects to the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens. The Company and the Guarantors hereby reaffirm and direct the Collateral Agent to perform its obligations under the Intercreditor Amended Credit Agreement and the Second Lien Security other Loan Documents. The Trustee is hereby authorized Each Loan Party ratifies and directed to execute and deliver the Second Lien Joinder confirms that all Liens granted, conveyed, or assigned to the Intercreditor AgreementAdministrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and the Holders continue to secure full payment and performance of the New Notes, by their acceptance of the New Notes, affirm such authorization and directionSecured Obligations as increased hereby.

Confirmation of Guarantees and Security Interests. The Company (a) Each of the Shareholders and each Guarantor hereby confirm that the Borrower: (i) consents to the payment amendment and performance restatement of the Facility Agreement effected by Clause 2.1 (Amendment and restatement); (ii) confirms to the Security Holder for the benefit of the Finance Parties that: (A) its obligations under, and the Security Interests granted by it in and pursuant to, the Security Documents are not discharged or (except as set out in Clause 3.1(a)(ii)(B)) otherwise affected by those amendments or the other provisions of this Deed and shall accordingly remain in full force and effect; (B) with effect from the Effective Date, its current and future obligations arising under the Amended and Restated Facility Agreement and each other Finance Document, including this Deed, shall form part of (but not limit) the "Secured Obligations" or any equivalent definition thereof in any Security Document and it has always been intended that the Security Interests granted by it in and pursuant to the Security Documents shall extent to the obligations of the Guarantors Obligors under 955394258 3 the IndentureFinance Documents as amended and restated from time to time, including as modified or supplemented herebyamended by this Deed, and shall so extend thereto in accordance with the terms of the Finance Documents; and (C) the Security Interests granted to the Security Holder and the other Finance Parties pursuant to the Security Documents shall continue to be in full force and effect and are hereby ratified and confirmed in all respects, (ii) the Security Documents shall be continuing security for the obligations of the Obligors under the Finance Documents notwithstanding any amendment or modification to such obligations under the New Notes will be Amended and are secured equally and ratably by all Liens granted in connection with the issuance Restated Facility Agreement or any other Finance Document, including this Deed; and (b) Each of the Existing Notes, including by a valid and enforceable perfected second-priority Lien on Shareholders (in their capacities as Junior Creditors) consents to the Collateral, subject to Permitted Liens, in favor amendment of the Collateral Agent pursuant to Facility Agreement and in accordance with the Security Documents, at any time granted by the Company or any Guarantor to secure any Parity Lien Obligations whether or not upon property otherwise constituting collateral to such Parity Lien Obligations, and (iii) all Liens granted pursuant to the Security Documents will be enforceable by the Collateral Agent confirms for the benefit of the Holders. The Company Finance Parties that any Junior Debt owing to such Shareholder is postponed and subordinated in accordance with the Trustee acknowledge and agree that the New Notes shall constitute Second Lien Notes for all purposes under the Intercreditor Agreement, and as such the Holders of the New Notes shall be entitled to all the rights and benefits under and shall be subject in all other applicable respects to the provisions terms of the Intercreditor Agreement, including the provisions relating Deed to the ranking of Liens Senior Debt (as amended by the Amended and the order of application of proceeds from the enforcement of Liens. The Company and the Guarantors hereby reaffirm and direct the Collateral Agent to perform its obligations under the Intercreditor Agreement and the Second Lien Security Documents. The Trustee is hereby authorized and directed to execute and deliver the Second Lien Joinder Restated Facility Agreement) as owed by any Obligor to the Intercreditor Agreement, and the Holders of the New Notes, by their acceptance of the New Notes, affirm such authorization and directionFinance Parties.

Confirmation of Guarantees and Security Interests. The Company and By signing this Amendment, each Guarantor Loan Party hereby confirm confirms that (ia) the payment and performance its obligations of the Guarantors under the IndentureGuaranty, the Security Agreement (as modified or supplemented hereby) and the other Collateral Documents are hereby reaffirmed, ratified and confirmed in all respects and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects, (iib) the obligations of the Loan Parties under the New Notes will be Amended Credit Agreement as modified or supplemented hereby (including with respect to the Refinancing 2017-2 First Lien Term Loans and the 2022 Revolving Credit Commitments and the 2022 Revolving Credit Loans) and the other Loan Documents (i) are secured equally and ratably by all Liens granted in connection with entitled to the issuance benefits of the Existing Notesguarantees and the security interests set forth or created in the Guaranty, including by a valid and enforceable perfected second-priority Lien on the Collateral, subject to Permitted Liens, in favor of the Collateral Agent pursuant to and in accordance with the Security Agreement, the other Collateral Documents or the other Loan Documents, at any time granted by the Company or any Guarantor as applicable (which shall continue to secure any Parity Lien Obligations whether or not upon property otherwise constituting collateral to such Parity Lien the Secured Obligations), and (iiiii) all Liens granted pursuant to constitute “Secured Obligations,” “Guaranteed First Lien Obligations” or other similar term for purposes of the Amended Credit Agreement, the Guaranty, the Security Agreement, the other Collateral Documents will be enforceable by or the Collateral Agent other Loan Documents, as applicable, and (c) each Refinancing 2017-2 First Lien Term Lender and each Additional Revolving Credit Lender shall be, and each Revolving Credit Lender that is not an Additional Revolving Credit Lender shall continue to be, a “Secured Party” and a “Lender” (including without limitation for the benefit purposes of the Holders. The Company and definition of “Required Lenders” contained in Section 1.01 of the Trustee acknowledge and agree that the New Notes shall constitute Second Lien Notes Amended Credit Agreement) for all purposes under the Intercreditor Agreement, and as such the Holders of the New Notes shall be entitled to all the rights and benefits under and shall be subject in all other applicable respects to the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens. The Company and the Guarantors hereby reaffirm and direct the Collateral Agent to perform its obligations under the Intercreditor Amended Credit Agreement and the Second Lien Security other Loan Documents. The Trustee is hereby authorized Each Loan Party ratifies and directed to execute and deliver the Second Lien Joinder confirms that all Liens granted, conveyed, or assigned to the Intercreditor AgreementAdministrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and the Holders continue to secure full payment and performance of the New Notes, by their acceptance of the New Notes, affirm such authorization and directionSecured Obligations as increased hereby.