Common use of Guarantor Affirmation Clause in Contracts

Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers under the Credit Agreement; (c) acknowledges and confirms, subject to Section 12 below in the case of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”), the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) and the Guarantor organized under Japanese law (the “Japanese Guarantor”), that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of the Amendment; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereof.

Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and Each Guarantor consents to the execution, delivery and performance by Issuer, the Company, Parent, and the other Guarantors of this Amendment; Agreement, the Notes, and the documents and instruments executed in connection therewith, as well as all other amendments and modifications hereto and thereto. (b) ratifies Each Guarantor hereby acknowledges that the Guaranty and confirms each of the Collateral Documents to which such Guarantor is party shall continue in full force and effect and that all of its respective obligations thereunder shall be valid and liabilities under the Loan Documents (as amended enforceable and shall not be impaired or limited by the Amendment) execution or effectiveness of this Agreement. The Guaranty and each of the Collateral Documents to which it such Guarantor is a party are and ratifies and confirms that such obligations and liabilities shall remain in full force and effect and extend to and continue in effect with respect to, to all obligations hereunder and continue to guarantee and secure, thereunder as applicable, modified by the Agreement. Each Guarantor confirms that no Guarantor has any defenses against its obligations of the Borrowers under the Credit Agreement; Guaranty or any Collateral Document. (c) acknowledges Each Guarantor represents and confirms, subject to Section 12 below warrants that all representations and warranties contained in the case Guaranty and each of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”), the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) and the Guarantor organized under Japanese law (the “Japanese Guarantor”), that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it such Guarantor is a party) liens party are true and security interests correct in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all material respects as of the obligations date of such Guarantor under the Loan Documents to which it is a party this Agreement to the same extent that such liens as though made on and security interests in the Collateral were valid and perfected (if and as of this date, except to the extent required such representations and warranties specifically relate to be perfected under the Collateral Documents to an earlier date, in which it is a party) immediately prior to giving effect to the execution case they were true, correct and delivery complete in all material respects on and as of the Amendment; such earlier date. (d) Each Guarantor acknowledges and agrees that (i) no Guarantor is required by the terms of the Original Purchase Agreement, the Original Notes, the Guaranty or any Collateral Document, or any other document executed in connection therewith to consent to the amendment and restatement of the Original Purchase Agreement or the Original Notes and (ii) nothing in this Agreement, the Original Purchase Agreement, the Original Notes, the Guaranty or any Collateral Document or any other document executed in connection therewith shall be deemed to require the consent of such Guarantor does not have to any claim future amendments to this Agreement or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereofNotes.

Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers under the Credit Agreement; (c) acknowledges and confirms, subject to Section 12 below in the case of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”), the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) and the Guarantor organized under Japanese law (the “Japanese Guarantor”), confirms that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents to which it is a party are and continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of the Amendment; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereof.

Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers under the Credit Agreement; (c) acknowledges and confirms, subject to Section 12 below in the case of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”)10 below, the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) acknowledges and the Guarantor organized under Japanese law (the “Japanese Guarantor”), confirms that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents to which it is a party are and continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of the Amendment; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereof.

Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect NYDOCS01/1311404 5 Amendment No. 1 to Credit Agreement and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers under the Credit Agreement; (c) acknowledges and confirms, subject to Section 12 below in the case of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”), the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) and the Guarantor organized under Japanese law (the “Japanese Guarantor”), confirms that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) party are and continue to be valid and perfected first priority liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents to which it is a party to on and after the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of the Amendmentdate hereof; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereof.. NYDOCS01/1311404 6 Amendment No. 1 to Credit Agreement

Guarantor Affirmation. Each The Borrower and each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) subject to the terms of this Amendment (including the Specified RCF Obligations Modifications, Section 10 hereof and Sections 10.25(c) and 10.25(d) of the Amended Credit Agreement), ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended or modified (or contemplated to be amended or modified) by the this Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers Borrower under the Amended Credit Agreement, including, as applicable, as provided in, and subject to, the documents detailed in Schedule B, Schedule C-1 and Schedule C-2; (c) subject to the terms of this Amendment (including the Specified RCF Obligations Modifications, Section 10 hereof and Sections 10.25(c) and 10.25(d) of the Amended Credit Agreement), acknowledges and confirms, subject to Section 12 below in the case of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”), the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) and the Guarantor organized under Japanese law (the “Japanese Guarantor”), confirms that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents to which it is a party are and continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents (as amended or modified (or contemplated to be amended or modified) by this Amendment) to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of this Amendment, including, as applicable, as provided in the Amendmentdocuments detailed in Schedule B, Schedule C-1 and Schedule C-2; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; hereof and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereof.

Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers under the Credit Agreement; (c) subject to Section 14 below, acknowledges and confirms, subject to Section 12 below in the case of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”), the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) and the Guarantor organized under Japanese law (the “Japanese Guarantor”), that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of the Amendment; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereof.

Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) subject to Section 9 above, ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the this Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers under the Amended Credit Agreement, including, as applicable, as provided in the documents detailed in Schedule B; (c) acknowledges and confirms, subject to Section 12 below in the case of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”)9 above, the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) acknowledges and the Guarantor organized under Japanese law (the “Japanese Guarantor”), confirms that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents to which it is a party are and continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents (as amended by this Amendment) to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect B4970894.1 to the execution and delivery of this Amendment, including, as applicable, as provided in the Amendmentdocuments detailed in Schedule B; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereof.

Guarantor Affirmation. Each The New Borrower and each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) subject to Section 10 above and Section 10.25(b) of the Amended Credit Agreement, ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the Amendmentthis Amendment or contemplated by this Amendment to be amended) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers New Borrower under the Amended Credit Agreement, including, as applicable, as provided in the documents detailed in Schedule B; (c) acknowledges and confirms, subject to Section 12 below in the case 10 above and Section 10.25(b) of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”)Amended Credit Agreement, the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) acknowledges and the Guarantor organized under Japanese law (the “Japanese Guarantor”), confirms that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents to which it is a party are and continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents (as amended by this Amendment or contemplated by this Amendment to be amended) to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of this Amendment, including, as applicable, as provided in the Amendmentdocuments detailed in Schedule B; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or NYDOCS01/1760799.14 right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereofhereof and (f) subject to Section 10.25(b) of the Amended Credit Agreement, acknowledges and agrees to the assignment by the Original Borrowers of their rights and obligations as borrowers under the Credit Agreement and each other Loan Documents to the New Borrower and the assumption by the New Borrower of the rights and obligations of the Original Borrowers as borrowers under the Credit Agreement and each other Loan Document.