the
undersigned, as provided in Section 8.6 of the Security Agreement, hereby
becomes a party to the Security Agreement as a Grantor thereunder with the same
force and effect as if originally named as a Grantor therein and, without
limiting the generality of the foregoing, as collateral security for the prompt
and complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Priority Lien Obligations of the undersigned,
hereby grants to the Collateral Trustee for the benefit of the Secured Parties a
lien on and security interest in, all of its right, title and interest in, to
and under the Collateral of the undersigned and expressly assumes all
obligations and liabilities of a Grantor thereunder. The undersigned hereby
agrees to be bound as a Grantor for the purposes of the Security Agreement.
The information set forth in Annex 1-A to the Pledge Amendment is hereby added
to the information set forth in Schedules 1, 2, and 3 to the Security Agreement.
By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby
agree that this Joinder Agreement may be attached to the Security Agreement and
that the Pledged Collateral listed on Annex 1-A to the Pledge Amendment shall be
and become part of the Collateral referred to in the Security Agreement and
shall secure all Priority Lien Obligations of the undersigned.
The undersigned hereby represents and warrants that each of the representations
and warranties contained in Article IV of the Security Agreement applicable to
it is true and correct in all material respects (without duplication of any
materiality qualifier contained therein) on and as of 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:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Collateral Trustee
By:
Name:
Title:
ANNEX 3
TO
SECURITY AGREEMENT
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
Separate agreements should
be executed relating to each Grantor's respective Copyrights, Patents, and
Trademarks.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST
GRANTED TO WELLS FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL TRUSTEE,
PURSUANT TO THIS SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL TRUSTEE, HEREUNDER ARE
SUBJECT TO THE PROVISIONS OF THE ABL-NOTES INTERCREDITOR AGREEMENT, DATED AS
APRIL 17, 2017 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM
TIME TO TIME, THE "ABL-NOTES INTERCREDITOR AGREEMENT"), AMONG UNISYS
CORPORATION, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL TRUSTEE,
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ABL AGENT, AND CERTAIN OTHER PERSONS
WHICH MAY BE OR BECOME PARTIES THERETO OR BECOME BOUND THERETO FROM TIME TO
TIME. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE ABL-NOTES
INTERCREDITOR AGREEMENT AND THIS SECURITY AGREEMENT, THE TERMS OF THE ABL-NOTES
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.