Common use of Guaranty and Security Agreement Clause in Contracts

Guaranty and Security Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.13 of the Guaranty and Security Agreement (“Additional Grantors and Guarantors”), hereby (a) becomes a party to the Guaranty and Security Agreement as a Guarantor and a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and a Grantor and (b) agrees that all references in the Guaranty and Security Agreement to the terms “Guarantor” and “Grantor” shall be deemed to include the Additional Grantor. Without limiting the generality of the foregoing, the Additional Grantor hereby (a) jointly and severally with the other Guarantors, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower and the other Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, (b) pledges, collaterally assigns and transfers to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Lien on and a security interest in the Collateral described in clauses (a) through (s) of Section 3 of the Guaranty and Security Agreement, but excluding any Excluded Property (Section 3 of the Guaranty and Security Agreement is incorporated mutatis mutandis in its entirety as if fully set forth herein), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of its Secured Obligations, (c) expressly assumes and affirms all covenants, obligations and liabilities of a Guarantor and a Grantor under the Guaranty and Security Agreement, and (d) makes all representations and warranties included in the Guaranty and Security Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule[s] [___], [___] and [___] to the Guaranty and Security Agreement. The Additional Grantor hereby represents and warrants that, with respect to the Additional Grantor, each of the representations and warranties contained in Section 4 of the Guaranty and Security Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

Guaranty and Security Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.13 of the Guaranty and Security Agreement (“Additional Grantors and Guarantors”), hereby (a) becomes a party to the Guaranty and Security Agreement as a Guarantor and a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and a Grantor and (b) agrees that all references in the Guaranty and Security Agreement to the terms “Guarantor” and “Grantor” shall be deemed to include the Additional Grantor. Without and, without limiting the generality of the foregoing, the Additional Grantor hereby (a) jointly and severally with the other Guarantors, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower and the other Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, (b) pledges, collaterally assigns and transfers to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Lien on and a security interest in all of its right, title and interest in and to all of its Collateral, wherever located, whether now owned or at any time hereafter acquired by the Collateral described Additional Grantor therein or in clauses (a) through (s) of Section 3 of which the Guaranty and Security AgreementAdditional Grantor now has or at any time in the future may acquire any right, title or interest, but excluding any Excluded Property (Section 3 of the Guaranty and Security Agreement is incorporated mutatis mutandis in its entirety as if fully set forth herein)Property, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of its the Secured Obligations, (b) jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, and (c) expressly assumes and affirms all covenants, obligations and liabilities of a Guarantor and a Grantor under the Guaranty and Security Agreement, and (d) makes all representations and warranties included in the Guaranty and Security Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule[s] [___[ ], [___[ ] and [___[ ] to the Guaranty and Security Agreement. The Additional Grantor hereby represents and warrants that, with respect to the Additional Grantor, each of the representations and warranties contained in Section 4 of the Guaranty and Security Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. The Additional Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral, in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. The Additional Grantor authorizes the Collateral Agent to use the collateral description “all personal property, whether now owned or hereafter acquired”, “all assets of the Grantor, whether now owned or hereafter acquired” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or the Uniform Commercial Code of any other applicable state, in any such financing statements.

Guaranty and Security Agreement. By executing and delivering this Assumption Agreement, During the Additional Grantor, as provided in Section 8.13 of the Guaranty and Security Agreement (“Additional Grantors and Guarantors”), hereby (a) becomes a party to the Guaranty and Security Agreement as a Guarantor and a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and a Grantor and (b) agrees that all references in the Guaranty and Security Agreement to the terms “Guarantor” and “Grantor” shall be deemed to include the Additional Grantor. Without limiting the generality of the foregoing, the Additional Grantor hereby (a) jointly and severally with the other Guarantors, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower and the other Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, (b) pledges, collaterally assigns and transfers to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Lien on and a security interest in the Collateral described in clauses (a) through (s) of Section 3 effectiveness of the Guaranty and Security Agreement, but excluding each Grantor authorizes the US Agent and its Related Persons, at any Excluded Property (Section 3 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 US Agent reasonably determines appropriate to perfect the security interests of the Guaranty and Security Agreement is incorporated mutatis mutandis in its entirety as if fully set forth herein), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of its Secured Obligations, (c) expressly assumes and affirms all covenants, obligations and liabilities of a Guarantor and a Grantor US Agent under the Guaranty and Security Agreement, and (d) makes such financing statements and amendments may describe the Collateral covered thereby as “all representations and warranties included in assets of the Guaranty and Security Agreementdebtor, whether now existing or hereafter arising or acquired, including all proceeds thereof”. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule[s] [___], [___] and [___] Schedules 1 through 6 to the 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 Guaranty and Security Agreement and that the Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned. The Additional Grantor undersigned hereby represents and warrants that, with respect to the Additional Grantor, that each of the representations and warranties contained in Section 4 Article IV of the Guaranty and Security Agreement applicable to it is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) 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. By executing and delivering this Assumption Agreement, During the Additional Grantor, as provided in Section 8.13 of the Guaranty and Security Agreement (“Additional Grantors and Guarantors”), hereby (a) becomes a party to the Guaranty and Security Agreement as a Guarantor and a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and a Grantor and (b) agrees that all references in the Guaranty and Security Agreement to the terms “Guarantor” and “Grantor” shall be deemed to include the Additional Grantor. Without limiting the generality of the foregoing, the Additional Grantor hereby (a) jointly and severally with the other Guarantors, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower and the other Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, (b) pledges, collaterally assigns and transfers to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Lien on and a security interest in the Collateral described in clauses (a) through (s) of Section 3 effectiveness of the Guaranty and Security Agreement, but excluding each Grantor authorizes the US Agent and its Related Persons, at any Excluded Property (Section 3 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 US Agent reasonably determines appropriate to perfect the security interests of the Guaranty and Security Agreement is incorporated mutatis mutandis in its entirety as if fully set forth herein), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of its Secured Obligations, (c) expressly assumes and affirms all covenants, obligations and liabilities of a Guarantor and a Grantor US Agent under the Guaranty and Security Agreement, and (d) makes such financing statements and amendments may describe the Collateral covered thereby as “all representations and warranties included in assets of the Guaranty and Security Agreementdebtor, whether now existing or hereafter arising or acquired, including all proceeds thereof”. The information set forth in Annex 1-A hereto 1‑A is hereby added to the information set forth in Schedule[s] [___], [___] and [___] Schedules 1 through 6 to the 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 Guaranty and Security Agreement and that the Collateral listed on Annex 1‑A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned. The Additional Grantor undersigned hereby represents and warrants that, with respect to the Additional Grantor, that each of the representations and warranties contained in Section 4 Article IV of the Guaranty and Security Agreement applicable to it is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. GUARANTY AND SECURITY AGREEMENT 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: JPMORGAN CHASE BANK, N.A., as US Agent By: Name: Title: ANNEX 3 TO GUARANTY AND SECURITY AGREEMENT THIS [COPYRIGHT] [PATENT] [TRADEMARK] SECURITY AGREEMENT, dated as of _________ __, 201__, 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 JPMorgan Chase Bank, N.A. (“Chase”), 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. By executing and delivering this Assumption Joinder Agreement, the Additional Grantor, as provided in Section 8.13 10.14 of the Guaranty and Security Agreement (“Additional Grantors and Guarantors”)Agreement, hereby (a) becomes a party to the Guaranty and Security Agreement as a Guarantor and a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and a Grantor and (b) agrees that all references in the Guaranty and Security Agreement to the terms “Guarantor” and “Grantor” shall be deemed to include the Additional Grantor. Without and, without limiting the generality of the foregoing, the Additional hereby expressly assumes all obligations and liabilities of a Grantor thereunder and hereby (a) jointly pledges and severally with the other Guarantors, unconditionally and irrevocably, guarantees grants to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower and the other Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, (b) pledges, collaterally assigns and transfers to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties, a Lien on and a security interest in the Collateral described in clauses (a) through (s) of Section 3 and lien on all right, title and interest of the Guaranty Additional Grantor in all property of such Additional Grantor that constitutes Collateral, wherever located and Security Agreementwhether now owned or at any time hereafter acquired by the Additional Grantor, but excluding or in which the Additional Grantor now has or at any Excluded Property (Section 3 of time in the Guaranty future may acquire any right, title or interest and Security Agreement is incorporated mutatis mutandis in its entirety as if fully set forth herein)whether now existing or hereafter coming into existence, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of its the Secured Obligations, (c) expressly assumes and affirms all covenants, obligations and liabilities of a Guarantor and a Grantor under the Guaranty and Security Agreement, and (d) makes all representations and warranties included in the Guaranty and Security Agreement. The information set forth in Annex 1-Schedule A hereto is hereby added to the information set forth in Schedule[s] [___], [___] and [___] Schedules 1 through 9 to the Guaranty and Security AgreementAgreement and the Additional Grantor represents and warrants that all information set forth on Schedule A is true, correct and complete in all respects as of the date hereof. The Additional Grantor hereby represents and warrants that, with respect to the Additional Grantor, that each of the representations and warranties contained in Section 4 Article V of the Guaranty and Security Agreement is true and correct in all material respects (or if already qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof (after giving effect to this Assumption Joinder Agreement) as if made by such Additional Grantor on and as of such datethe 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, 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. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.13 of the Guaranty and Security Agreement (“Additional Grantors and Guarantors”), hereby (a) becomes a party to the Guaranty and Security Agreement as a Guarantor and a Grantor thereunder with the same force and effect as if originally named therein as a Guarantor and a Grantor and (b) agrees that all references in the Guaranty and Security Agreement to the terms “Guarantor” and “Grantor” shall be deemed to include the Additional Grantor. Without and, without limiting the generality of the foregoing, the Additional Grantor hereby (a) jointly and severally with the other Guarantors, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower and the other Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, (b) pledges, collaterally assigns and transfers to the Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Lien on and a security interest in all of its right, title and interest in and to all of its personal property and other assets, wherever located, whether now owned or at any time hereafter acquired by the Additional Grantor therein or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interest, including without limitation the Collateral described in clauses (a) through (sq) of Section 3 of the Guaranty and Security Agreement, but excluding any Excluded Property (Section 3 of the Guaranty and Security Agreement is incorporated mutatis mutandis in its entirety as if fully set forth herein)Property, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of its the Secured Obligations, (b) jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations, and (c) expressly assumes and affirms all covenants, obligations and liabilities of a Guarantor and a Grantor under the Guaranty and Security Agreement, and (d) makes all representations and warranties included in the Guaranty and Security Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedule[s] [___[ ], [___[ ] and [___[ ] to the Guaranty and Security Agreement. The Additional Grantor hereby represents and warrants that, with respect to the Additional Grantor, each of the representations and warranties contained in Section 4 of the Guaranty and Security Agreement is true and correct in all material respects (without duplication of any materiality qualifier therein) on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.