Common use of Guaranty and Pledge Agreement Clause in Contracts

Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 9.12 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraph, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraph, (v) all security entitlements in respect of any of the foregoing, if any, and (vi) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such Equity Interests will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date, except to the extent such representations and warranties relate to an earlier date.

Guaranty and Pledge Agreement. By executing and delivering this SupplementJoinder Agreement, the Additional Pledgor, as provided in Section 9.12 of the Guaranty and Pledge Agreement, Guarantor (a) hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor a “Guarantor” thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named therein as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraph, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraph, (v) all security entitlements in respect of any of the foregoing, if any, and (vi) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such Equity Interests will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto Guarantor and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder Guarantor thereunder, and expressly (b) hereby grants to the Administrative AgentLender, as security for the benefit of the Guaranteed CreditorsObligations, a security interest in all of the Additional Guarantor’s right, title and interest in any and to all Collateral (as defined in the Guaranty and Pledge Agreement) of the Additional Guarantor, in each case whether now owned by such or hereafter acquired or in which the Additional Pledgor Guarantor now has or hereafter acquires an interest and required to wherever the same may be pledged by it pursuant located, but subject in all respects to the terms of the Credit Agreement to secure all of its obligations terms, conditions and liabilities thereunder. The information exclusions set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor Guarantor hereby represents and warrants on that, except as set forth in the date hereof and solely with respect to such Additional Pledgor that Perfection Certificate, each of the representations and warranties contained in Article IV Section 4 of the Guaranty and Pledge Agreement (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects respects, in each case, on and as the date hereof (after giving effect to this SupplementJoinder Agreement) as if made on and as of such date, date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such earlier date); provided, further, that Borrower or Additional Guarantor may update or supplement information in the Perfection Certificate to the extent necessary to make such representations and warranties relate to an earlier datetrue, accurate, and complete in all material respects.

Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 9.12 9.13 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests securities described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interestssecurities, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interestssecurities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraphSection 1, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraphSection 1, (v) all security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in this Section 1 and (vivii) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such Equity Interests securities will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of such its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article ARTICLE IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date, except to the extent such representations and warranties relate to an earlier date.

Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 9.12 11.13 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests securities described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interestssecurities, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interestssecurities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraphdefinition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraphdefinition, (v) all security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in this definition and (vivii) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such Equity Interests securities will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of such its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article ARTICLE IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date, except to the extent such representations and warranties relate to an earlier date.

Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 9.12 9.13 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, the Additional Pledgor hereby pledges pledges, assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, to secure all of the Additional Obligor’s Obligations (as provided in Section 3.01 of the Guaranty and Pledge Agreement), a security interest in (whether now owned or at any time hereafter acquired or in which the Additional Pledgor now has or at any time in the future may acquire any right, title or interest): (a) the Equity Interests described or referred to in Schedule 2-S 1 hereto and (b) (i) the certificates or instruments, if any, representing such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interestssecurities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraphclauses (a) and (b) hereof, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraphclauses (a) and (b) hereof, (v) all security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in clauses (a) and (vib) hereof, (vii) all proceeds of any of the foregoing and (collectivelyviii) to the extent not otherwise included, all Proceeds and products of any and all of the “Collateral”)foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. Upon execution of this Supplement, such Equity Interests securities will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of its obligations and liabilities thereunder. The information set forth in Schedule 2-S 1 hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article ARTICLE IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date, except to the extent such representations and warranties relate to an earlier date.

Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 9.12 9.13 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests securities described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interestssecurities, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interestssecurities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraphdefinition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraphdefinition, (v) all security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in this definition and (vivii) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such Equity Interests securities will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of such its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article ARTICLE IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date, except to the extent such representations and warranties relate are expressly limited to an earlier date, in which case, on and as of such earlier specified date.

Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 9.12 9.13 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests securities described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interestssecurities, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interestssecurities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraphdefinition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraphdefinition, (v) all security entitlements in respect of any of the foregoing, if any, and (vi) all books and records relating to any of the Property referred to in this definition and (vii) all proceeds of Annex II - 1 any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such Equity Interests securities will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of such its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article ARTICLE IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date, except to the extent such representations and warranties relate to an earlier date.

Guaranty and Pledge Agreement. By executing and delivering this Supplement, the Additional Pledgor, as provided in Section 9.12 9.13 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named as an Obligor therein, and without limiting the generality of the foregoing, hereby pledges and grants a security interest in (a) the Equity Interests securities described or referred to in Schedule 2-S and (b) (i) the certificates or instruments, if any, representing such Equity Interestssecurities, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interestssecurities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this paragraphdefinition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraphdefinition, (v) all security entitlements in respect of any of the foregoing, if any, (vi) all books and records relating to any of the Property referred to in this definition and (vivii) all proceeds of any of the foregoing (collectively, the “Collateral”). Upon execution of this Supplement, such Equity Interests securities will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of such its obligations and liabilities thereunder. The information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The Additional Pledgor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article ARTICLE IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date, except to the extent such representations and warranties relate to an earlier date.

Guaranty and Pledge Agreement. By executing and delivering this SupplementAssumption Agreement, the Additional PledgorObligor, as provided in Section 9.12 9.13 of the Guaranty and Pledge Agreement, hereby becomes a party to the Guaranty and Pledge Agreement as an Obligor thereunder (if not already a party thereto as an Obligor thereunder) with the same force and effect as if originally named therein as an Obligor thereinand, and without limiting the generality of the foregoing, hereby pledges expressly (a) assumes all obligations and liabilities of an Obligor under the Guaranty and Pledge Agreement, becomes a party to, and agrees to be bound by the provisions of, the Guaranty and Pledge Agreement; (b) guarantees the Borrower Obligations pursuant to Article II of the Guaranty and Pledge Agreement [and (c) pledges, assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, to secure all of the Additional Obligor’s Obligations (as provided in Section 3.01 of the Guaranty and Pledge Agreement), a security interest in (awhether now owned or at any time hereafter acquired or in which the Additional Obligor now has or at any time in the future may acquire any right, title or interest): (i) the Equity Interests described or referred to in Schedule 2-S Annex A hereto (as the same may be supplemented from time to time) and (bii) (iA) the certificates or instruments, if any, representing such Equity Interests, (iiB) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interestssecurities, (iiiC) all replacements, additions to and substitutions for any of the Property referred to in this paragraphclauses (i) and (ii) hereof, including, without limitation, claims against third parties, (ivD) the proceeds, interest, profits and other income of or on any of the Property referred to in this paragraphclauses (i) and (ii) hereof, (vE) all security entitlements in respect of any of the foregoing, if any, (F) all books and records relating to any of the Property referred to in clauses (i) and (viii) hereof, (G) all proceeds of any of the foregoing and (collectivelyH) to the extent not otherwise included, all Proceeds and products of any and all of the “Collateral”)foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. Upon execution of this SupplementAssumption Agreement, such Equity Interests securities will constitute “Pledged Securities” for purposes of the Guaranty and Pledge Agreement with the same force and effect as if originally listed on Schedule 2 thereto and, without limiting the generality of the foregoing, the Additional Pledgor Obligor hereby expressly assumes all obligations and liabilities of a Pledgor thereunder and expressly grants to the Administrative Agent, for the benefit of the Guaranteed Creditors, a security interest in all Collateral owned by such Additional Pledgor and required to be pledged by it pursuant to the terms of the Credit Agreement to secure all of its obligations and liabilities thereunder]. The information set forth in Schedule 2-S Annex A hereto is hereby added to the information set forth in Schedule 2 to the Guaranty and Pledge Agreement. The information set forth in Annex B hereto is hereby added to the information set forth in Schedules 1, 3 and 4 to the Guaranty and Pledge Agreement. Each Additional Pledgor Obligor hereby represents and warrants on the date hereof and solely with respect to such Additional Pledgor that each of the representations and warranties contained in Article ARTICLE IV of the Guaranty and Pledge Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this SupplementAssumption Agreement) as if made on and as of such date, except to the extent such representations and warranties relate to an earlier date.