THE OTHER CREDIT DOCUMENTS OR UNDER ANY OTHER DOCUMENT
RELATING TO THE OBLIGATIONS.
25.
JOINT AND SEVERAL OBLIGATIONS OF GRANTORS.
(A)
SUBJECT TO SUBSECTION (C) OF THIS SECTION 25, EACH OF THE GRANTORS
IS ACCEPTING JOINT AND SEVERAL LIABILITY HEREUNDER IN CONSIDERATION OF THE
FINANCIAL ACCOMMODATION TO BE PROVIDED BY THE HOLDERS OF THE OBLIGATIONS, FOR
THE MUTUAL BENEFIT, DIRECTLY AND INDIRECTLY, OF EACH OF THE GRANTORS AND IN
CONSIDERATION OF THE UNDERTAKINGS OF EACH OF THE GRANTORS TO ACCEPT JOINT AND
SEVERAL LIABILITY FOR THE OBLIGATIONS OF EACH OF THEM.
(B)
SUBJECT TO SUBSECTION (C) OF THIS SECTION 25, EACH OF THE GRANTORS
JOINTLY AND SEVERALLY HEREBY IRREVOCABLY AND UNCONDITIONALLY ACCEPTS, NOT MERELY
AS A SURETY BUT ALSO AS A CO-DEBTOR, JOINT AND SEVERAL LIABILITY WITH THE OTHER
GRANTORS WITH RESPECT TO THE PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS
ARISING UNDER THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, IT BEING
THE INTENTION OF THE PARTIES HERETO THAT ALL THE OBLIGATIONS SHALL BE THE JOINT
AND SEVERAL OBLIGATIONS OF EACH OF THE GRANTORS WITHOUT PREFERENCES OR
DISTINCTION AMONG THEM.
(C)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED HEREIN OR
IN ANY OTHER OF THE CREDIT DOCUMENTS, THE OBLIGATIONS OF EACH GRANTOR THAT IS A
GUARANTOR UNDER THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE
LIMITED TO AN AGGREGATE AMOUNT EQUAL TO THE LARGEST AMOUNT THAT WOULD NOT RENDER
SUCH OBLIGATIONS SUBJECT TO AVOIDANCE UNDER SECTION 548 OF THE BANKRUPTCY CODE
OF THE UNITED STATES OR ANY OTHER APPLICABLE DEBTOR RELIEF LAW (INCLUDING ANY
COMPARABLE PROVISIONS OF ANY APPLICABLE STATE LAW).
26.
JOINDER OF ADDITIONAL GRANTORS.
THE GRANTORS SHALL CAUSE EACH
SUBSIDIARY OF THE BORROWER WHICH, FROM TIME TO TIME, AFTER THE DATE HEREOF SHALL
BE REQUIRED TO PLEDGE ANY ASSETS TO
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THE COLLATERAL AGENT FOR THE BENEFIT OF THE HOLDERS OF OBLIGATIONS PURSUANT TO
THE PROVISIONS OF THE CREDIT AGREEMENT, TO EXECUTE AND DELIVER TO THE COLLATERAL
AGENT A SECURITY AGREEMENT JOINDER AGREEMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT 26 HERETO AND, UPON SUCH EXECUTION AND DELIVERY, SUCH SUBSIDIARY SHALL
CONSTITUTE A "GRANTOR" FOR ALL PURPOSES HEREUNDER WITH THE SAME FORCE AND EFFECT
AS IF ORIGINALLY NAMED AS A GRANTOR HEREIN.
THE EXECUTION AND DELIVERY OF SUCH
SECURITY AGREEMENT JOINDER AGREEMENT SHALL NOT REQUIRE THE CONSENT OF ANY
GRANTOR HEREUNDER.
THE RIGHTS AND OBLIGATIONS OF EACH GRANTOR HEREUNDER SHALL
REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE ADDITION OF ANY NEW GRANTOR
AS A PARTY TO THIS AGREEMENT.
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Each of the parties hereto has caused a counterpart of this Security Agreement
to be duly executed and delivered as of the date first above written.
GRANTORS:
TICKETMASTER
a Delaware corporation
By:
Name:
Title:
TICKETMASTER ADVANCE TICKETS, LLC
a Colorado limited liability company
By:
Name:
Title:
TICKETMASTER L.L.C.
a Virginia limited liability company
By:
Name:
Title:
TICKETMASTER EDCS LLC
a Delaware limited liability company
By:
Name:
Title:
TICKETMASTER CALIFORNIA GIFT
CERTIFICATES L.L.C.
a California limited liability company