Common use of Joinder to Security Agreement Clause in Contracts

Joinder to Security Agreement. TRC further covenants and agrees that by its execution hereof it shall be bound by and shall comply with all terms and conditions of the Security Agreement, dated as of December 22, 1997, between Perkins and the Agent, as fully as if it were the "Company" referred to therein, and thereby and hereby grants to the Agent, for the benefit of the Banks and the Agent, to secure the payment and performance in full of all of the Obligations, a security interest in and so pledges and assigns to the Agent, for the benefit of the Banks and the Agent, the following properties, assets and rights of the undersigned, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "Collateral"): All personal and fixture property of every kind and nature including without limitation all furniture, fixtures, equipment, raw materials, inventory, other goods, accounts, contract rights, rights to the payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims, chattel paper, documents, instruments, securities and other investment property, deposit accounts, and all general intangibles including, without limitation, all tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to sue xxx recover for past infringement of patents, trademarks and copyrights, computer programs, computer TRC has attached hereto a duly completed Perfection Certificate and represents and warrants with respect to the matters set forth in such Perfection Certificate. TRC further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms and, take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to the Agent that are reasonably deemed necessary by the Agent in order to grant to the Agent, for the benefit of the Banks and the Agent, a valid, first-priority perfected security interest in all of the assets of the undersigned securing the Obligations; provided that TRC shall not be required to grant a mortgage on its leasehold interests in the Real Estate and on any fee owned Real Estate located in Florida.

Joinder to Security Agreement. TRC further covenants IFC is hereby joined in, and hereby agrees that it is, and for all purposes after the date hereof shall be a “Grantor” party to the Security Agreement as if IFC were an original signatory thereto in the same manner and capacity as a “Grantor” thereunder. The term “Grantor” as used in the Security Agreement shall be deemed to include IFC. IFC acknowledges the Administrative Agent’s security interest in the Collateral and agrees that the Administrative Agent’s Liens on such Collateral granted under the Security Agreement are not released or impaired in any way as a result of the execution of this Joinder to Security Agreement (this “Joinder”). Additionally, IFC acknowledges that, by its execution hereof of this Joinder, it shall be bound by has assigned and shall comply with all terms and conditions of transferred to the Security Agreement, dated as of December 22, 1997, between Perkins and the Administrative Agent, as fully as if it were the "Company" referred to therein, and thereby and hereby grants has granted to the Administrative Agent, for the benefit of the Banks and the Agent, to secure the payment and performance in full of all of the ObligationsSecured Parties, a security interest in and so pledges and assigns to the Agent, for the benefit of the Banks and the Agent, the following properties, assets and rights of the undersigned, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "Collateral"): All personal and fixture property of every kind and nature including without limitation all furniture, fixtures, equipment, raw materials, inventory, other goods, accounts, contract rights, rights to the payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims, chattel paper, documents, instruments, securities and other investment property, deposit accounts, and all general intangibles including, without limitation, all tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to sue xxx recover for past infringement of patents, trademarks and copyrights, computer programs, computer TRC has attached hereto a duly completed Perfection Certificate and represents and warrants with respect to the matters set forth in such Perfection Certificate. TRC further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms and, take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to the Agent that are reasonably deemed necessary by the Agent in order to grant to the Agent, for the benefit of the Banks and the Agent, a valid, first-priority perfected continuing security interest in all of its Collateral, as collateral security for the assets prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of each and all of the undersigned securing Secured Obligations. For the Obligationsavoidance of doubt, IFC agrees and acknowledge that the following property of IFC shall be deemed to be “Collateral” under the Security Agreement as of the date of this Joinder: (a) all of the personal property now owned or at any time hereafter acquired by IFC or in which IFC now has or at any time in the future may acquire any right, title or interest, including all of IFC’s Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Intellectual Property, Inventory, Investment Property, Leases, Letter-of-Credit Rights, Money, Supporting Obligations and Identified Claims, (b) all books and records pertaining to any of the foregoing, (c) all Proceeds and products of any of the foregoing, and (d) all collateral security and guaranties given by any Person with respect to any of the foregoing. Notwithstanding anything to the contrary contained herein, the “Collateral” pledged by IFC shall not include (a) any asset to the extent that a grant of a security interest therein is validly prohibited by or not possible under any applicable Laws or is validly prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing or giving rise to IFC’s right to use such asset, or would result in the forfeiture of IFC’s rights in the asset, but only, in each case, to the extent, and for so long as, such prohibition is not removed, terminated or rendered unenforceable or otherwise deemed ineffective by the UCC (including Sections 9-406, 9-407, 9-408 or 9-409 thereof) or any other applicable Law, or (b) Equity Interests representing more than 65% of the voting stock of any direct or indirect Subsidiary of IFC that is a first-tier CFC; provided provided, however, that TRC any proceeds, substitutions or replacements of any property included in subclauses (a) and (b) above shall not be required to grant a mortgage on its leasehold interests in the Real Estate and on any fee owned Real Estate located in Floridaexcluded (unless such proceeds, substitutions or replacements would itself constitute property excluded under subclause (a) or (b)).

Joinder to Security Agreement. TRC The New Guarantor further covenants and agrees that by its execution hereof it shall be bound and hereby is bound by and shall comply with all terms and conditions of the that certain Security Agreement, dated as of December 22October 4, 19972005 (as amended and in effect from time to time, between Perkins the “Security Agreement”), by and among each of the Borrowers and the Administrative Agent, as fully as if it were the "Company" referred to therein, and thereby and hereby grants to the Administrative Agent, for the benefit of the Banks Lenders, the L/C Issuer the XXX Xxxxx, the LOI Agent and the Administrative Agent, to secure the payment and performance in full of all of the Obligations, a security interest in and so pledges and collaterally assigns to the Agent, for the benefit of the Banks and the Administrative Agent, the following properties, assets and rights of the undersignedNew Guarantor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "“Collateral"”): All all personal and fixture property of every kind and nature including without limitation all furniture, fixtures, equipment, raw materials, goods (including inventory, other goodsequipment and any accessions thereto), instruments (including promissory notes), documents (including, if applicable, electronic documents), accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights, rights or rights to the payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims, chattel paper, documents, instruments, securities and other investment property, deposit accounts, and all general intangibles including, without limitation, (including all tax refund claims, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights payment intangibles). The Administrative Agent acknowledges that the attachment of its security interest in any commercial tort claim as original collateral is subject to sue xxx recover for past infringement the New Guarantor’s compliance with §4.7 of patents, trademarks the Security Agreement. The New Guarantor has executed and copyrights, computer programs, computer TRC has attached hereto delivered a duly completed Perfection Certificate as of the date hereof and attached as Exhibit A hereto (the “Perfection Certificate”), and represents and warrants as provided in the Security Agreement with respect to the matters set forth in such the Perfection Certificate. TRC The undersigned further covenants and agrees that by its execution hereof it shall provide all such information, complete all such forms andforms, and take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to the Administrative Agent that are reasonably deemed necessary by the Administrative Agent in order to grant to the Agent, for the benefit of the Banks and the Agent, a valid, first-priority perfected security interest to the Administrative Agent in all of the assets of the undersigned securing the Obligations; provided that TRC shall not be required to grant a mortgage on its leasehold interests in the Real Estate and on any fee owned Real Estate located in FloridaCollateral.

Joinder to Security Agreement. TRC The New Subsidiary hereby joins that certain Amended and Restated Security Agreement dated as of September 20, 2010 (the “Security Agreement”), by and among the Company, certain subsidiaries of the Company party thereto and the Collateral Agent, as a “Grantor” thereunder as if it were an original signatory thereto, and further covenants and agrees that by its execution hereof it shall be bound by and shall comply with all the terms and conditions of the Security Agreement applicable to it as a Grantor, which Security Agreement is attached hereto as Exhibit A. Subject to and in accordance with the terms of the Security Agreement, dated as of December 22, 1997, between Perkins and the Agent, as fully as if it were the "Company" referred to therein, and thereby and New Subsidiary hereby grants to the Collateral Agent, for the benefit of the Banks and the AgentSenior Secured Parties, to secure the payment and performance in full of all of the Senior Obligations, a security interest in and so pledges and assigns to the Collateral Agent, for the benefit of the Banks and the AgentSenior Secured Parties, the following properties, assets and rights of the undersignedNew Subsidiary, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the "“Collateral"”): All all personal and fixture property of every kind and nature including without limitation all furniture, fixtures, equipment, raw materials, goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents (including, if applicable, electronic documents), accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other goodsinvestment property, accountsmoney, cash or cash equivalents, supporting obligations, any other contract rights, rights or rights to the payment of money, insurance refund claims and all other insurance claims and proceeds, tort claims, chattel paper, documents, instruments, securities and other investment property, deposit accounts, and all general intangibles including(including all payment intangibles, without limitationsoftware and intellectual property), all tax refund claimsand any books, license fees, patents, patent applications, trademarks, trademark applications, trade names, copyrights, copyright applications, rights to sue xxx recover for past infringement of patents, trademarks and copyrights, computer programs, computer TRC has attached hereto a duly completed Perfection Certificate and represents and warrants with respect records or information relating to the matters set forth in such Perfection Certificate. TRC further covenants foregoing and agrees that by its execution hereof it shall provide all such information, complete all such forms and, take all such actions, and enter into all such agreements, in form and substance reasonably satisfactory to the Agent that are reasonably deemed necessary by the Agent in order to grant to the Agent, for the benefit any proceeds of the Banks and the Agent, a valid, first-priority perfected security interest in all of the assets of the undersigned securing the Obligations; provided that TRC shall not be required to grant a mortgage on its leasehold interests in the Real Estate and on any fee owned Real Estate located in Floridaforegoing.