Common use of Guaranty and Security Agreement Clause in Contracts

Guaranty and Security Agreement. During the effectiveness of the First Lien Guaranty and Security Agreement, each Grantor authorizes the Agent and its Related Persons, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Agent reasonably determines appropriate to perfect the security interests of the Agent under the First Lien Guaranty and Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor, whether now existing or hereafter arising or acquired, including all proceeds thereof”. The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to the First Lien Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the First Lien Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the First Lien Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned. The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the First Lien Guaranty and Security Agreement applicable to it is true and correct in all material respects on and as the date hereof as if made on and as of such date.

Guaranty and Security Agreement. During By executing and delivering this Joinder Agreement, the effectiveness Additional Grantor, as provided in Section 10.14 of the First Lien Guaranty and Security Agreement, each hereby becomes a party to the Guaranty and Security Agreement as a Grantor authorizes thereunder with the Agent same force and its Related Personseffect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder and hereby pledges and grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in and lien on all right, title and interest of the Additional Grantor in all property of such Additional Grantor that constitutes Collateral, wherever located and whether now owned or at any time hereafter acquired by the Additional Grantor, or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Agent reasonably determines appropriate to perfect the security interests of the Agent under the First Lien Guaranty and Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor, whether now existing or hereafter arising coming into existence, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or acquired, including all proceeds thereof”otherwise) of the Secured Obligations (other than any Excluded Swap Obligation with respect to such Grantor). The information set forth in Annex 1-Schedule A hereto is hereby added to the information set forth in Schedules 1 through 6 9 to the First Lien Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the First Lien Guaranty and Security Agreement and the Additional Grantor represents and warrants that the Pledged Collateral listed all information set forth on Annex 1-Schedule A to this Joinder Amendment shall be is true, correct and become part complete in all respects as of the Collateral referred to in the First Lien Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigneddate hereof. The undersigned Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article IV V of the First Lien Guaranty and Security Agreement applicable to it is true and correct in all material respects on and as the date hereof as (or if made already qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof (after giving effect to this Joinder Agreement) as if made by such dateAdditional Grantor on and as of the date hereof. Not in limitation of the foregoing, the Additional Grantor hereby confirms that by execution of this Joinder Agreement, it is jointly and severally liable with the other Guarantors for all Guaranteed Obligations (other than any Excluded Swap Obligation with respect to such Grantor), whether now existing or hereafter arising, in accordance with and subject to the terms of the Guaranty and Security Agreement. Each reference to a “Grantor” or a “Guarantor” in the Guaranty and Security Agreement shall be deemed to include the Additional Grantor.

Guaranty and Security Agreement. During the effectiveness of the First Lien Guaranty and Security Agreement, each Grantor authorizes the US Agent and its Related Persons, at any time and from time to time, to file or record financing statements, amendments amendments, thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the US Agent reasonably determines appropriate to perfect the security interests of the US Agent under the First Lien Guaranty and Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor, whether now existing or hereafter arising or acquired, including all proceeds thereof”. The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to the First Lien Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the First Lien Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the First Lien Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned. The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the First Lien Guaranty and Security Agreement applicable to it is true and correct in all material respects on and as the date hereof as if made on and as of such date. IN WITNESS WHEREOF, THE UNDERSIGNED HAS CAUSED THIS JOINDER AGREEMENT TO BE DULY EXECUTED AND DELIVERED AS OF THE DATE FIRST ABOVE WRITTEN. [Additional Grantor] By: Name: Title: ACKNOWLEDGED AND AGREED as of the date first above written: [EACH GRANTOR PLEDGING ADDITIONAL COLLATERAL] By: Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION as US Agent By: Name: Title: FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT1 THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of , 20 , is made by , [“ ”], [“ ”] and [“ ”] (this “Agreement”), is made by each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “US Agent”) for the US Lenders and the US L/C Issuers (as defined in the Credit Agreement referred to below) and the other Secured Parties.

Guaranty and Security Agreement. During By executing and delivering this Joinder Agreement, the effectiveness Additional Grantor, as provided in Section 10.14 of the First Lien Guaranty and Security Agreement, each hereby becomes a party to the Guaranty and Security Agreement as a Grantor authorizes thereunder with the Agent same force and its Related Personseffect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder and hereby pledges and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in and lien on all right, title and interest of the Additional Grantor in all property of such Additional Grantor that constitutes Collateral, wherever located and whether now owned or at any time hereafter acquired by the Additional Grantor, or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Agent reasonably determines appropriate to perfect the security interests of the Agent under the First Lien Guaranty and Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets of the debtor, whether now existing or hereafter arising coming into existence, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or acquired, including all proceeds thereof”otherwise) of the Secured Obligations (other than any Excluded Swap Obligation with respect to such Grantor). The information set forth in Annex 1-Schedule A hereto is hereby added to the information set forth in Schedules 1 through 6 9 to the First Lien Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the First Lien Guaranty and Security Agreement and the Additional Grantor represents and warrants that the Pledged Collateral listed all information set forth on Annex 1-Schedule A to this Joinder Amendment shall be is true, correct and become part complete in all respects as of the Collateral referred to in the First Lien Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigneddate hereof. The undersigned Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article IV V of the First Lien Guaranty and Security Agreement applicable to it is true and correct in all material respects on and as the date hereof as (or if made already qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof (after giving effect to this Joinder Agreement) as if made by such dateAdditional Grantor on and as of the date hereof. Not in limitation of the foregoing, the Additional Grantor hereby confirms that by execution of this Joinder Agreement, it is jointly and severally liable with the other Guarantors for all Guaranteed Obligations (other than any Excluded Swap Obligation with respect to such Grantor), whether now existing or hereafter arising, in accordance with and subject to the terms of the Guaranty and Security Agreement. Each reference to a “Grantor” or a “Guarantor” in the Guaranty and Security Agreement shall be deemed to include the Additional Grantor.