INSERT AS APPLICABLE. Section 7.5 of the District Contract is deleted and the following substituted: The LEA and FSMC shall work together to ensure a financially sound operation. The FSMC guarantees that the LEA shall receive a surplus of $1,200,000. If the surplus for the Food Service Program falls short of the aforementioned amount, the FSMC shall pay the difference to the LEA, with the amount of any such payment not to exceed the total of the FSMC’s Management Services Fee and General Support Services Fee. Any Guaranteed Return received by the LEA must remain in the nonprofit food service account.
INSERT AS APPLICABLE the Amended and Restated Pledge Agreement, dated as of March 27, 2013 (as the same may be further restated, modified, supplemented or amended from time to time, the “Pledge Agreement”), among the Borrower and the Guarantors party thereto in favor of the Administrative Agent, (v) the Amended and Restated Patent, Trademark and Copyright Security Agreement, dated as of March 27, 2013 (as the same may be further restated, modified, supplemented or amended from time to time, the “Patent, Trademark and Copyright Security Agreement”), among the Borrower and the Guarantors party thereto in favor of the Administrative Agent, (vi)] the Amended and Restated Intercompany Subordination Agreement, dated as of March 27, 2013, among the Borrower and the Guarantors (as the same may be further restated, modified, supplemented, or amended from time to time, the “Intercompany Subordination Agreement”), and [(v) / (vii)] the other Loan Documents referred to in the Credit Agreement, as the same may be modified, supplemented, or amended. Agreement Capitalized terms defined in the Credit Agreement are used herein as defined therein. In consideration of the New Guarantor becoming a Guarantor under the terms of the Credit Agreement and in consideration of the value of the direct and indirect benefits received by New Guarantor as a result of becoming affiliated with the Borrower and the Guarantors, the New Guarantor hereby agrees that effective as of the date hereof it hereby is, and shall be deemed to be, a Guarantor under the Credit Agreement, the Guaranty, the Security Agreement, [INSERT AS APPLICABLE: the Pledge Agreement, the Patent, Trademark and Copyright Security Agreement,] the Intercompany Subordination Agreement, and each of the other Loan Documents to which the Guarantors are a party, and agrees that from the date hereof and so long as any Loan or any Commitment of any Lender shall remain outstanding and until the Payment
INSERT AS APPLICABLE the Pledge Agreement, the Patent, Trademark and Copyright Security Agreement,] the Intercompany Subordination Agreement, and each of the other Loan Documents which are stated to apply to or are made by a “Guarantor”. Without limiting the generality of the foregoing, the New Guarantor hereby represents and warrants that (i) each of the representations and warranties set forth in Article 6 of the Credit Agreement applicable to New Guarantor as a Guarantor is true and correct as to New Guarantor on and as of the date hereof, and (ii) New Guarantor has heretofore received a true and correct copy of the Credit Agreement, the Guaranty, and each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof. New Guarantor hereby makes, affirms, and ratifies in favor of the Lenders and the Administrative Agent the Credit Agreement, the Guaranty and each of the other Loan Documents given by the Guarantors to Administrative Agent and any of the Lenders. New Guarantor is simultaneously delivering to the Administrative Agent the following documents together with the Guarantor Joinder required under Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures], and Section 11.13 [Joinder of Guarantors] of the Credit Agreement: Updated Schedules to Credit Agreement. [Note: updates to schedules do not cure any breach of warranties]. Schedule No. and Description Delivered Not Delivered Schedule 6.1.1 - Qualifications To Do Business ¨ ¨ Schedule 6.1.3 - Subsidiaries ¨ ¨ Opinion of Counsel (Schedule 7.1.1) ¨ ¨ Any other Schedules to Credit Agreement that necessitate updates after giving effect to this Guarantor Joinder and Assumption Agreement ¨ ¨ In furtherance of the foregoing, New Guarantor shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Guarantor Joinder and Assumption Agreement. This Guarantor Joinder and Assumption Agreement may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. New Guarantor acknowledges and agrees that a telecopy transmissio...
INSERT AS APPLICABLE. Section 7.5 of the SFA Contract is deleted and the following substituted: The SFA and FSMC shall work together to ensure a financially sound operation. The FSMC guarantees that the SFA shall incur a deficit of no more than $(51,868). If the deficit for the Food Service Program is greater than the aforementioned amount, the FSMC shall pay the difference to the SFA, with the amount of any such payment not to exceed the total of the FSMC’s Management Services Fee and General Support Services Fee. Any Guaranteed Return received by the SFA must remain in the nonprofit food service account.
