Common use of Guaranty and Collateral Agreement Clause in Contracts

Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all Collateral owned by such Additional Grantor to secure all of the Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection Certificate. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date.

Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all Collateral owned by such Additional Grantor to secure all of the Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 4 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection Certificate. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date.

Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all Collateral owned by such Additional Grantor to secure all of the Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 4 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection CertificateCertificate2. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this 2 To be included to the extent a new Perfection Certificate is not already being delivered pursuant to Section 6.2(g) of the Credit Agreement. Amended and Restated Guaranty and Collateral Agreement Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date.

Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all Collateral owned by such Additional Grantor to secure all of the Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 4 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection CertificateCertificate2. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date.. 2 To be included to the extent a new Perfection Certificate is not already being delivered pursuant to Section 6.2(g) of the Credit Agreement. Guaranty and Collateral Agreement

Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the each Additional Grantor, as provided in Section 10.14 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all Collateral owned by each such Additional Grantor to secure all of the Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 4 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection Certificate. The Each Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date.

Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 The provisions of the Guaranty and Collateral AgreementAgreement are effective to create, hereby becomes in favor of the Administrative Agent for the benefit of the Secured Parties, a party to legal, valid and enforceable Lien on, and security interest in, all of the Collateral described therein, and (i) when financing statements and other filings in appropriate form are filed in the offices specified in the Guaranty and Collateral Agreement and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Guaranty and Collateral Agreement), the Liens created by the Guaranty and Collateral Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as a Grantor in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Excepted Liens, and prior and superior to all other Liens other than Excepted Liens. Mortgages. Each Mortgage is effective to create, in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, legal, valid and therefore a Guarantor) enforceable Liens on, and security interests in, all of the Mortgaged Property thereunder and the proceeds thereof, subject only to Excepted Liens, and when the Mortgages are filed in the offices specified on Schedule 7.19 (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the same force provisions of Section 8.12 and effect as if originally named therein as a Grantor andSection 8.14, without limiting when such Mortgage is filed in the generality appropriate offices), the Mortgages shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the foregoingLoan Parties in the Mortgaged Property and the proceeds thereof, hereby (a) gives the Guaranty provided for thereinin each case prior and superior in right to any other person, (b) expressly assumes all obligations other than Liens permitted by such Mortgage. Valid Liens. Each Security Instrument delivered pursuant to Section 8.12 or Section 8.14, upon execution and liabilities delivery thereof, is effective to create in favor of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interest in all Collateral owned by such Additional Grantor to secure interests in, all of the Obligations. The information set forth Collateral thereunder, and when all appropriate filings or recordings are made in Annex 1-A hereto the appropriate offices as may be required under applicable Governmental Requirements or possession or control is hereby added conferred to the information set forth in Schedules 1 through 3 to the Guaranty Administrative Agent, such Security Instrument will constitute fully perfected first priority Liens on, and Collateral Agreement security interests in, all right, title and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection Certificate. The Additional Grantor hereby represents and warrants that each interest of the representations and warranties contained Loan Parties in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier dateCollateral, in which each case such representations and warranties were true and correct in all material respects (with no other Liens except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier datefor applicable Excepted Liens.

Guaranty and Collateral Agreement. By executing and delivering this Joinder Assumption Agreement, the Additional GrantorObligor, as provided in Section 10.14 9.13 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) an Obligor thereunder with the same force and effect as if originally named therein as a Grantor an Obligor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor an Obligor thereunder (including the guarantee of the “Guaranteed Obligations” as defined in the Guaranty and Guarantor thereunder Collateral Agreement) and (c) expressly grants to the Administrative Agent, Collateral Agent for the ratable benefit of the Secured PartiesGuaranteed Creditors, a security interest in all Collateral now owned or at any time hereafter acquired by such Additional Grantor to secure all Obligor as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the “Obligations” as defined in the Guaranty and Collateral Agreement. Each reference to a “Obligor” in the Collateral Agreement shall be deemed to include the Additional Obligor. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 5 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection CertificateAgreement. The Additional Grantor Obligor hereby represents and warrants that that, as they relate to the Additional Obligor, each of the representations and warranties contained in Article V IV of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Assumption Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date.

Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, as and to the extent set forth in the Guaranty and Collateral Agreement, for the ratable benefit of the Secured Parties, a security interest in all Collateral owned by such the Additional Grantor to secure all of the Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 9 to the Guaranty and Collateral Agreement Agreement. Each of the Borrower and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection Certificate. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date.

Guaranty and Collateral Agreement. By executing and delivering this Joinder Assumption Agreement, the Additional GrantorObligor, as provided in Section 10.14 9.13 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) an Obligor thereunder with the same force and effect as if originally named therein as a Grantor an Obligor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor an Obligor thereunder (including the guarantee of the “Guarantor Obligations” as defined in the Guaranty and Guarantor thereunder Collateral Agreement) and (c) expressly grants to the Administrative Agent, Collateral Agent for the ratable benefit of the Secured PartiesGuaranteed Creditors, a security interest in all Collateral now owned or at any time hereafter acquired by such Additional Grantor to secure all Obligor as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the “Obligations” as defined in the Guaranty and Collateral Agreement. Each reference to an “Obligor” in the Guaranty and Collateral Agreement shall be deemed to include the Additional Obligor. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 5 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection CertificateAgreement. The Additional Grantor Obligor hereby represents and warrants that that, as they relate to the Additional Obligor, each of the representations and warranties contained in Article V IV of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Assumption Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date.

Guaranty and Collateral Agreement. By executing and delivering this Joinder Agreement, the Additional Grantor, as provided in Section 10.14 of the Guaranty and Collateral Agreement, hereby becomes a party to the Guaranty and Collateral Agreement as a Grantor (and therefore a Guarantor) thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby (a) gives the Guaranty provided for therein, (b) expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder and (c) expressly grants to the Administrative Agent, as and to the extent set forth in the Guaranty and Collateral Agreement, for the ratable benefit of the Secured Parties, a security interest in all Collateral owned by such Additional Grantor to secure all of the Obligations. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1 through 3 9 to the Guaranty and Collateral Agreement and the information set forth in Annex 1-B is hereby added to the most recently delivered Perfection CertificateAgreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article V of the Guaranty and Collateral Agreement is true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as the date hereof (after giving effect to this Joinder Agreement) as if made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) as of such earlier date. 2.