(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 24. NOTHING IN THIS
GUARANTY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
27. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS GUARANTY AGREEMENT OR ANY GUARANTY JOINDER
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
[Signature page follows.]
F-12
Form of Guaranty
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Guaranty Agreement as of the day and year first written above.
GUARANTORS:
[
]13
By: _______________________________________
Name: ____________________________________
Title: ____________________________________
[
]
By: _______________________________________
Name: ____________________________________
Title: ____________________________________
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
By: _______________________________________
Name: ____________________________________
Title: ____________________________________
13
Insert Guarantors as applicable.
F-13
Form of Guaranty
CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
EXHIBIT A
Form of Guaranty Joinder Agreement
GUARANTY JOINDER AGREEMENT
THIS GUARANTY JOINDER AGREEMENT dated as of _____________, 20__ (this "Guaranty
Joinder Agreement"), is made by _______________________________, a
________________ (the "Joining Guarantor"), in favor of BANK OF AMERICA, N.A.,
in its capacity as Administrative Agent (the "Administrative Agent") for the
Secured Parties (as defined in the Credit Agreement referenced below; all
capitalized terms used but not defined herein shall have the meanings provided
therefor in such Credit Agreement).
RECITALS:
A. Varian Medical Systems, Inc., a Delaware corporation (the "Borrower"), the
Lenders party thereto and the Administrative Agent are party to a Credit
Agreement dated as of April 27, 2012 (as in effect on the date hereof, the
"Credit Agreement").
B. Certain Subsidiaries of the Borrower are party to a Guaranty Agreement dated
as of [________ __, 20__] (as in effect on the date hereof, the "Guaranty
Agreement").
C. The Joining Guarantor is a Subsidiary of the Borrower and is required by the
terms of the Credit Agreement to be joined as a party to the Guaranty Agreement
as a Guarantor (as defined in the Guaranty Agreement).
D. The Joining Guarantor will materially benefit directly or indirectly from the
extensions of credit made from time to time under the Credit Agreement, Secured
Cash Management Agreements and Secured Hedge Agreements.
In order to induce the Secured Parties to from time to time