Common use of Continuity and Further Assurance Clause in Contracts

Continuity and Further Assurance. 3.1 The Pledgee and the Pledgor confirm and agree that (i) save as amended by this Agreement, all provisions of the Share Pledge Agreement shall remain unchanged, (ii) the validity and effectiveness of the provisions of the Share Pledge Agreement shall remain unaffected by this Agreement, to the extent not amended by this Agreement (iii) the validity and effectiveness of the security interests created under the Share Pledge Agreement shall not be affected by this Agreement; and (iv) such security interests shall continue to secure the Obligations (as defined in the Amended Share Pledge Agreement). For the avoidance of doubt, the provisions in the Share Pledge Agreement relating to the limitations on enforcement of the Pledges and the application of proceeds of an enforcement of the Pledges shall not be affected by the amendments pursuant to this Agreement. 3.2 The Pledgor shall, at the reasonable request of the Pledgee and at the Pledgor’s expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 3.3 In the event that German law requires, as a result of the increase of the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 or otherwise, that new rights of pledge be granted in relation to the Shares (including in relation to the Existing Share Certificate 1) in order to effectively secure the Obligations (as defined in the Share Pledge Agreement and as confirmed and amended by this Agreement), the Pledgor and the Pledgee agree that this Agreement shall be construed as the grant of such new rights of pledge and the Pledgor hereby pledges to the Pledgee the Shares (as defined in the Share Pledge Agreement) and any other item referred to in Clause 4 of the Share Pledge Agreement pursuant to the terms and conditions (as these are confirmed and amended pursuant to this Agreement) of the Share Pledge Agreement by pledging each Share Certificate representing any Shares (including the Existing Share Certificate 1) or rights in relation thereto to the Pledgee and by way of pledging the Pledgor’s rights in the Company (Mitgliedschaftsrechte) arising from such Shares in accordance with sections 1274, 413, 398 of the German Civil Code (BGB) in favour of the Pledgee. The Pledgee hereby accepts such pledge in accordance with and subject to the terms and conditions of the Share Pledge Agreement. 3.4 For the avoidance of doubt the Pledgor shall not be under an obligation under this Agreement or the Amended Share Pledge Agreement to deliver any Share Certificate to the Pledgee which is already subject to a plegde in favour of the Pledgee and is in the Pledgee’s possession. 3.5 The Pledgee and the Pledgor agree that this Agreement shall constitute a “Security Document” for the purposes of the First Lien Intercreditor Agreement (and for no other purpose) and that, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the Amended Share Pledge Agreement are hereby incorporated by reference.

Continuity and Further Assurance. 3.1 The Pledgee Collateral Agent, the other Current Pledgees and the Pledgor Pledgors confirm and agree that (i) save as amended by this Agreement, all provisions of the Share Pledge Agreement Agreements shall remain unchanged, (ii) the validity and effectiveness of the provisions of the Share Pledge Agreement Agreements shall remain unaffected by this Agreement, to the extent not amended by this Agreement (iii) the validity and effectiveness of the security interests created under the Share Pledge Agreement Agreements shall not be affected by this Agreement; and (iv) such security interests shall continue to secure the Obligations (as defined in the Amended Share Pledge AgreementSecurity Agreements). For the avoidance of doubt, the provisions in the Share Pledge Agreement 1 relating to the limitations on enforcement of the Pledges security granted thereunder and the application of proceeds of an enforcement of the Pledges such security shall not be affected by the amendments pursuant to this Agreement. 3.2 The Pledgor Pledgors shall, at the reasonable request of the Pledgee Collateral Agent and at the Pledgor’s Pledgors’ expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 3.3 In the event that German law requires, as a result of the increase of the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 or otherwise, that new rights of pledge pledges have to be granted in relation to the Shares (including as defined in relation each of the Share Pledge Agreements) and any other item referred to in Clause 4 of the Existing Share Certificate 1) Pledge Agreements in order to effectively secure the Obligations (as defined in the each Share Pledge Agreement and as confirmed and amended by this Agreement), the Pledgor and the Pledgee parties hereto agree that such new pledges are granted under this Agreement shall be construed as the grant of such new rights of pledge and the each Pledgor hereby pledges to each of the Pledgee Current Pledgees and the Future Pledgees (as defined in the relevant Share Pledge Agreement) the Shares (as defined in the relevant Share Pledge Agreement) and any other item referred to in Clause 4 of the Share Pledge Agreement Agreements pursuant to the terms and conditions (as these are confirmed and amended pursuant to this Agreement) of the Share Pledge Agreement by pledging to which it is a party and each Share Certificate representing any Shares (including the Existing Share Certificate 1) or rights in relation thereto to the Pledgee and by way of pledging the Pledgor’s rights in the Company (Mitgliedschaftsrechte) arising from such Shares in accordance with sections 1274, 413, 398 of the German Civil Code (BGB) in favour of the Pledgee. The Current Pledgee hereby accepts such pledge for itself in accordance with and subject to the terms and conditions of the relevant Share Pledge Agreement and, in the case of the Collateral Agent, also as representative without power of attorney (Vertreter ohne Vertretungsmacht) for and on behalf of each Future Pledgee (as defined in the relevant Share Pledge Agreement. 3.4 For the avoidance of doubt the Pledgor shall not be under an obligation under this Agreement or the Amended Share Pledge Agreement to deliver any Share Certificate to the Pledgee which is already subject to a plegde ) in favour of the Pledgee and is in the Pledgee’s possession. 3.5 The Pledgee and the Pledgor agree that this Agreement shall constitute a “Security Document” for the purposes of the First Lien Intercreditor Agreement (and for no other purpose) and that, all rights, duties, privileges, protections and benefits of the Collateral Agent set forth in the Amended Share Pledge Agreement are hereby incorporated by reference.accordance with clause 3.3

Continuity and Further Assurance. 3.1 The Pledgee Collateral Agent, the other Current Pledgees and the Pledgor confirm and agree that (i) save as amended by this Agreement, all provisions of the Share Account Pledge Agreement shall remain unchanged, (ii) the validity and effectiveness of the provisions of the Share Account Pledge Agreement shall remain unaffected by this Agreement, to the extent not amended by this Agreement (iii) the validity and effectiveness of the security interests created under the Share Account Pledge Agreement shall not be affected by this Agreement; and (iv) such security interests shall continue to secure the Obligations (as defined in the Amended Share Pledge Security Agreement). For the avoidance of doubt, the provisions in the Share Pledge Agreement relating to the limitations on enforcement of the Pledges and the application of proceeds of an enforcement of the Pledges shall not be affected by the amendments pursuant to this Agreement. 3.2 The Pledgor shall, at the reasonable request of the Pledgee Collateral Agent and at the Pledgor’s expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 3.3 In the event that German law requires, as a result of the increase of the incremental term facilities from an amount of USD 400,000,000 to an amount of USD 1,550,000,000 or otherwise, that new rights of pledge be granted in relation to the Shares Accounts (including as defined in relation to the Existing Share Certificate 1Account Pledge Agreement) in order to effectively secure the Obligations (as defined in the Share Account Pledge Agreement and as confirmed and amended by this Agreement), the Pledgor and the Pledgee Current Pledgees agree that this Agreement shall be construed as the grant of such new rights of pledge and the Pledgor hereby pledges to each of the Pledgee Current Pledgees and the Shares Future Pledgees (as defined in the Share Account Pledge Agreement) and any other item referred to the Accounts (as defined in Clause 4 of the Share Account Pledge Agreement Agreement) pursuant to the terms and conditions (as these are confirmed and amended pursuant to this Agreement) of the Share Account Pledge Agreement by pledging to which it is a party and each Share Certificate representing any Shares (including the Existing Share Certificate 1) or rights in relation thereto to the Pledgee and by way of pledging the Pledgor’s rights in the Company (Mitgliedschaftsrechte) arising from such Shares in accordance with sections 1274, 413, 398 of the German Civil Code (BGB) in favour of the Pledgee. The Current Pledgee hereby accepts such pledge for itself in accordance with and subject to the terms and conditions of the Share Pledge Agreement. 3.4 For the avoidance of doubt the Pledgor shall not be under an obligation under this Agreement or the Amended Share Account Pledge Agreement to deliver any Share Certificate to the Pledgee which is already subject to a plegde in favour of the Pledgee and is and, in the Pledgee’s possession. 3.5 The Pledgee and the Pledgor agree that this Agreement shall constitute a “Security Document” for the purposes of the First Lien Intercreditor Agreement (and for no other purpose) and that, all rights, duties, privileges, protections and benefits case of the Collateral Agent set forth Agent, also as representative without power of attorney (Vertreter ohne Vertretungsmacht) for and on behalf of each Future Pledgee (as defined in the Amended Share Account Pledge Agreement are hereby incorporated by reference.Agreement) in accordance with clause 2.3