Common use of Joinder and Assumption of Obligations Clause in Contracts

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor hereby acknowledges that the New Guarantor has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) therein; (c) makes all representations, warranties, and other statements of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the : a. The New Facility Guarantor hereby acknowledges that the New Guarantor has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and hereby: (a) joins i. Joins in the execution of, and becomes a party to, to (i) the Credit Agreement, as a Facility Guarantor; (ii) the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein)Facility Guarantor, and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance (whether at the stated maturity, by acceleration or otherwise) by the Borrower of all Obligations; (iii) the Security Documents, as a Grantor; and (iv) each of the other Loan Documents as to which the Existing Facility Guarantors are a party. ii. Assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement, the Guaranty, the Security Agreement and the other Loan Documents to which the Existing Facility Guarantors are a party. b. Without in any manner limiting the generality of clause (a) above, the New Facility Guarantor thereunder, as indicated with its signature below; (b) hereby covenants and agrees to that: i. Such New Facility Guarantor shall be bound by all covenantscovenants (other than covenants which specifically relate solely to an earlier date), agreements, liabilities and acknowledgments of (i) a Guarantor “Facility Guarantor” under the Credit Agreement and the Guaranty and (ii) a “Grantor” under the Security Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Facility Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents thereto and was expressly named as a Guarantor (or “Grantor” as applicable) therein; (c) makes all representationsii. The Obligations may be extended or renewed, warrantiesin whole or in part, without further notice to or assent from, such New Facility Guarantor, and other statements that it will remain bound upon the Guaranty notwithstanding any extension or renewal of any of the Obligations, (ii) such New Facility Guarantor is jointly and severally liable for all Guaranteed Obligations (as defined in the Guaranty); iii. To secure the prompt and complete payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, such New Facility Guarantor hereby grants, mortgages, pledges and hypothecates to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, a Guarantor Lien upon all of its right, title and interest in, to and under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan DocumentsCollateral.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the Effective Date: a. The New Guarantor hereby Borrower hereby: i. acknowledges that the New Guarantor it has received and reviewed a copy of the Credit Loan Agreement, the Facility Guaranty, the Security Documents Agreement and each of the other Loan Documents, and hereby:; (a) ii. joins in the execution of, and becomes a party toto the Loan Agreement (as “Borrower” and a “Borrower Party” thereunder), the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement (as “Borrower” and a “Grantor” as defined thereinthereunder), and each of the other Loan Documents to which the Borrower is a party, in the same capacity as a Guarantor thereunder, as indicated with its signature belowthe Borrower; (b) covenants iii. agrees that the New Borrower has acceded to and expressly assumes each of the rights, duties and obligations of the Existing Borrower as “Borrower” under the Loan Agreement, the Security Agreement and each of the other Loan Documents and agrees that all references in the Loan Agreement, the Security Agreement, and each of the other Loan Documents to “Borrower” shall, effective as of the Effective Date, mean and refer to the New Borrower; iv. assumes and agrees to perform all applicable duties and obligations of Borrower under the Loan Agreement, the Security Agreement and each of the other Loan Documents to which Borrower is a party, including, without limitation, all applicable duties and obligations of Borrower as a Grantor under the Security Agreement; and v. creates and grants to the Lender, as security for the payment and performance in full of the Secured Obligations (as defined in the Security Agreement), a security interest in and lien on all of the New Borrower’s right, title and interest in and to the Collateral (as defined in the Security Agreement), but subject in all respects to the terms, conditions and exclusions set forth in the Security Agreement. b. Without in any manner limiting the generality of clause (a) above, the New Borrower agrees that, effective as of the Effective Date, the New Borrower shall be bound by all covenantscovenants (other than covenants which specifically relate solely to a date preceding the Effective Date), agreements, liabilities and acknowledgments of Borrower and a Guarantor Borrower Party under the Credit Loan Agreement, of Borrower and a Grantor under the Facility GuarantySecurity Agreement, the applicable Security Documents and of Borrower and a Grantor under each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date)which Borrower is a party, in each case, with the same force and effect as if such the New Guarantor Borrower was a an original signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents thereto and was expressly named as a Guarantor (or “Grantor” as applicable) therein; (c) makes all representations, warranties, and other statements of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the : a. New Guarantor hereby acknowledges that the New Guarantor has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and Borrower hereby: (a) joins i. Joins in the execution of, and becomes a party to, to the Credit Agreement, the Facility GuarantyRevolving Credit Notes, the applicable Security Documents (as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit AgreementSwingline Note, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as to which the Existing Borrowers are a party. ii. Assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement, the Revolving Credit Notes, the Swingline Note, the Security Documents and each of the date hereof other Loan Documents to which the Existing Borrowers are a party. b. Without in any manner limiting the generality of clause (a) above, New Borrower hereby covenants and agrees that: i. New Borrower shall be bound by all covenants (other than covenants, agreements, liabilities and acknowledgments that covenants which specifically relate solely to an earlier date), agreements, liabilities and acknowledgments of a Borrower under the Credit Agreement, the Revolving Credit Notes, the Swingline Note, the Security Documents and each of the other Loan Documents to which the Existing Borrowers are a party, in each case, with the same force and effect as if such New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents thereto and was expressly named as a Guarantor (or “Grantor” as applicable) therein; (c) makes ii. To secure the prompt and complete payment, performance and observance of all representationsof the Obligations and all renewals, warrantiesextensions, restructurings and other statements refinancings thereof, New Borrower hereby grants, mortgages, pledges and hypothecates to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, a Guarantor Lien upon all of its right, title and interest in, to and under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan DocumentsCollateral.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor [Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor [Borrower/Guarantor] thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) [Borrower/Guarantor] therein; (c) makes all representations, warranties, and other statements of a Guarantor Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and[Borrower/Guarantor] therein; (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor the Existing [Borrowers/Guarantors] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor [Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor [Borrower/Guarantor] thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement and was expressly named as a Guarantor (or “Grantor” as applicable) [Borrower/Guarantor] therein; (c) makes all representations, warranties, and other statements of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than representations, except to the extent that such representations and warranties and other statements that relate solely specifically refer to an earlier date, in which case they shall be true and correct (if qualified by materiality), or true and correct in all material respects (if not qualified by materiality), as of such earlier date, and except that the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent consolidated statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement and was expressly named as a Guarantor therein (or “Grantor” as applicable)[Borrower/Guarantor] therein; and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor the Existing [Borrowers/Guarantors] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower][Guarantor] hereby acknowledges that the New Guarantor [Borrower][Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor [Borrower][Guarantor] (and, in the case of the Security Agreement, a Pledgor) thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Borrower][Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date)hereof, in each case, with the same force and effect as if such the New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) [Borrower][Guarantor] therein; (c) makes all representations, warranties, and other statements of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date)hereof, in each case, with the same force and effect as if such the New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable)[Borrower][Guarantor] therein; and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor the Existing [Borrowers][Guarantors] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as As of the date of this JoinderSecond Amendment Effective Date, the each New Guarantor Borrower hereby acknowledges that the New Guarantor it has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) a. joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor Borrower thereunder, as indicated with its signature below; (b) ; b. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor Borrower under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) Borrower therein; (c) ; c. makes all representations, warranties, and other statements of a Guarantor Borrower under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable)Borrower therein; and (d) d. assumes and agrees to perform all applicable duties and Obligations of a Guarantor Borrower under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents; and e. without limiting the provisions of subparagraph a above, each New Borrower hereby agrees as follows: To secure the full payment and performance of all of the Obligations, New Borrower hereby assigns to Lender and grants to Lender a continuing security interest in all property of such New Borrower, whether tangible or intangible, real or personal, now or hereafter owned, existing, acquired or arising and wherever now or hereafter located, and whether or not eligible for lending purposes, including: (i) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such New Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such New Borrower; (ii) all Chattel Paper (including Electronic Chattel Paper), Instruments, Documents, and General Intangibles (including all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contracts rights, payment intangibles, security interests, security deposits and rights to indemnification); (iii) all Inventory; (iv) all Goods (other than Inventory), including Equipment, Farm Products, Health-Care-Insurance Receivables, vehicles, and Fixtures; (v) all Investment Property, including all rights, privileges, authority, and powers of such New Borrower as an owner or as a holder of Pledged Equity, including all economic rights, all control rights, authority and powers, and all status rights of such New Borrower as a member, equity holder or shareholder, as applicable, of each Issuer; (vi) all Deposit Accounts, bank accounts, deposits and cash; (vii) all Letter-of-Credit Rights; (viii) all Commercial Tort Claims; (ix) all Supporting Obligations; (x) any other property of such New Borrower now or hereafter in the possession, custody or control of Lender or any agent or any parent, Affiliate or Subsidiary of Lender or any Participant with Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (xi) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including proceeds of all insurance policies insuring the foregoing property, and all of such New Borrower’s books and records relating to any of the foregoing and to such New Borrower’s business.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor Borrower hereby acknowledges that the New Guarantor Borrower has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Loan Agreement and the other Loan Documents, and hereby: (a) a. joins in the execution of, and becomes a party to, the Credit AgreementLoan Agreement as a “Borrower” and a “Guarantor”, as indicated by its signature below, as if the New Borrower was an original signatory to the Loan Agreement and was expressly named therein; b. joins in the execution of, and becomes a party to, the Facility GuarantyPledge Agreement as a “Company” and, to the extent applicable, a “Subsidiary”, as indicated by its signature below, as if the New Borrower was an original signatory to the Pledge Agreement and was expressly named therein; c. joins in the execution of, and becomes a party to, the applicable Trademark Security Documents (Agreement as an “Assignor”, as indicated by its signature below, as if the New Borrower was an original signatory to the Trademark Security Agreement and was expressly named therein; d. joins in the execution of, and becomes a party to, the Copyright Security Agreement as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor thereunder”, as indicated with by its signature below, as if the New Borrower was an original signatory to the Copyright Security Agreement and was expressly named therein; (b) e. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that which specifically relate solely to an earlier date)) of a Borrower and a Guarantor under the Loan Agreement and the other Loan Documents, in each case, with the same force and effect as if such New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents and was expressly named as a Borrower and a Guarantor (or “Grantor” as applicablehowever referenced) therein; therein and a party thereto (cincluding, without limitation (i) makes all representations, warranties, and other statements the grant of a Guarantor under security interest to the Credit Agreement, Agent in the Facility Guaranty, the applicable Security Documents and each Collateral as provided in Section 7.1 of the other Loan Documents, as of the date hereof (other than representations, warranties Agreement and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the any other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicableii) the joint and several liability under Section 5.10 of the Loan Agreement); and; (d) f. assumes and agrees to perform all applicable duties and Obligations of a Borrower and a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents; and g. joins in the execution of, and becomes a “Borrower” under, each Note, and agrees to be bound by all of each Notes’ respective terms and conditions in all respects as if the New Borrower was an original “Borrower” signatory thereto and agrees that a copy of this Joinder may be annexed or affixed to any Note to evidence the New Borrower’s execution of such Note as a “Borrower” thereunder.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor Borrower hereby acknowledges that the New Guarantor Borrower has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Loan Agreement and the other Loan Documents, and hereby: (a) a. joins in the execution of, and becomes a party to, the Credit AgreementLoan Agreement as a “Borrower” and a “Guarantor”, as indicated by its signature below, as if the New Borrower was an original signatory to the Loan Agreement and was expressly named therein; b. joins in the execution of, and becomes a party to, the Facility GuarantyPledge Agreement as a “Company” and, to the extent applicable, a “Subsidiary”, as indicated by its signature below, as if the New Borrower was an original signatory to the Pledge Agreement and was expressly named therein; c. joins in the execution of, and becomes a party to, the applicable Trademark Security Documents (Agreement as an “Assignor”, as indicated by its signature below, as if the New Borrower was an original signatory to the Trademark Security Agreement and was expressly named therein; d. joins in the execution of, and becomes a party to, the Copyright Security Agreement as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor thereunder”, as indicated with by its signature below, as if the New Borrower was an original signatory to the Copyright Security Agreement and was expressly named therein; (b) e. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that which specifically relate solely to an earlier date)) of a Borrower and a Guarantor under the Loan Agreement and the other Loan Documents, in each case, with the same force and effect as if such New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents and was expressly named as a Borrower and a Guarantor (or “Grantor” as applicablehowever referenced) therein; therein and a party thereto (cincluding, without limitation (i) makes all representations, warranties, and other statements the grant of a Guarantor under security interest to the Credit Agreement, Agent in the Facility Guaranty, the applicable Security Documents and each Collateral as provided in Section 7.1 of the other Loan Documents, as of the date hereof (other than representations, warranties Agreement and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the any other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicableii) the joint and several liability under Section 5.10 of the Loan Agreement); and; (d) f. assumes and agrees to perform all applicable duties and Obligations of a Borrower and a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents; and g. joins in the execution of, and becomes a “Borrower” under, each Note, and agrees to be bound by all of each Note’s respective terms and conditions in all respects as if the New Borrower was an original “Borrower” signatory thereto and agrees that a copy of this Joinder may be annexed or affixed to any Note to evidence the New Borrower’s execution of such Note as a “Borrower” thereunder.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor [Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor [Borrower/Guarantor] thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments acknowl­edgments of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) [Borrower/Guarantor] therein; (c) after giving effect to the information on any supplement schedules attached hereto pursuant to Section 2 below, makes all representations, warranties, and other statements of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and[Borrower/Guarantor] therein; (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor the Existing [Borrowers/Guarantors] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor [Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (Agreement as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor [Canadian Borrower/Guarantor] thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Canadian Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement and was expressly named as a Guarantor (or “Grantor” as applicable) [Canadian Borrower/Guarantor] therein; (c) makes all representations, warranties, and other statements of a Guarantor [Canadian Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, Agreement as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement and was expressly named as a Guarantor therein (or “Grantor” as applicable)[Canadian Borrower/Guarantor] therein; and (d) assumes and agrees to perform all applicable duties and Obligations obligations of a Guarantor the Existing Canadian [Borrowers/Guarantor] or under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor hereby acknowledges that the New Guarantor has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor thereunder, as indicated with its signature below; (b) without limiting clause (a) above, joins in the execution of, and becomes a party to, the Security Agreement as a Grantor (as defined therein) thereunder, as indicated with its signature below; (c) without limiting clause (a) above, joins in the execution of, and becomes a party to the Subsidiary Guaranty as a Guarantor (as defined therein) thereunder, as indicated with its signature below; (d) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of as a Guarantor or “Grantor” (or equivalent term) under the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such the New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable(or equivalent term) therein; (ce) makes all representations, warranties, and other statements of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of a Guarantor or “Grantor” (or equivalent term) under the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such the New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and(or equivalent term) therein; (df) assumes and agrees to perform all applicable duties and Obligations required of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of a Guarantor or “Grantor” (or equivalent term) under the other Loan Documents; (g) as security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined in the Security Agreement), grants to the Administrative Agent a security interest in all of such New Guarantor’s right, title and interest in and to the Collateral (as defined in the Security Agreement), whether now owned or hereafter acquired by such New Guarantor, wherever located, and whether now or hereafter existing or arising, with the same force and effect as if the New Guarantor was a signatory to the Security Agreement and was expressly named as a “Grantor” therein; and (h) jointly and severally with the other Existing Guarantors absolutely, unconditionally and irrevocably guarantees the punctual payment, whether at scheduled maturity or by acceleration, demand or otherwise, of all Guaranteed Obligations (as defined in the Subsidiary Guaranty), with the same force and effect as if the New Guarantor was a signatory to the Subsidiary Guaranty and was expressly named as a “Guarantor” therein.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor [Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor [Borrower/Guarantor] thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement and was expressly named as a Guarantor (or “Grantor” as applicable) [Borrower/Guarantor] therein; (c) makes all representations, warranties, and other statements of a Guarantor Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement and was expressly named as a Guarantor therein (or “Grantor” as applicable)[Borrower/Guarantor] therein; and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor the Existing [Borrowers/Guarantors] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor [Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (Agreement as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor [Domestic Borrower/Guarantor] thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Domestic Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement and was expressly named as a Guarantor (or “Grantor” as applicable) [Domestic Borrower/Guarantor] therein; (c) makes all representations, warranties, and other statements of a Guarantor [Domestic Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, Agreement as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement and was expressly named as a Guarantor therein (or “Grantor” as applicable)[Domestic Borrower/Guarantor] therein; and (d) assumes and agrees to perform all applicable duties and Obligations obligations of a Guarantor the Existing Domestic [Borrowers/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, each of the New Guarantor Borrowers hereby acknowledges that the New Guarantor it has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Loan Agreement and the other Loan Documents, and hereby: (a) a. joins in the execution of, and becomes a party to, the Credit AgreementLoan Agreement as a “Borrower” and a “Guarantor”, as indicated by its signature below, as if such New Borrower was an original signatory to the Loan Agreement and was expressly named therein; b. joins in the execution of, and becomes a party to, the Facility GuarantyPledge Agreement as a “Company” and, to the extent applicable, a “Subsidiary”, as indicated by its signature below, as if such New Borrower was an original signatory to the Pledge Agreement and was expressly named therein; c. joins in the execution of, and becomes a party to, the applicable Trademark Security Documents (Agreement as an “Assignor”, as indicated by its signature below, as if such New Borrower was an original signatory to the Trademark Security Agreement and was expressly named therein; d. joins in the execution of, and becomes a party to, the Copyright Security Agreement as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor thereunder”, as indicated with by its signature below, as if such New Borrower was an original signatory to the Copyright Security Agreement and was expressly named therein; (b) e. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that which specifically relate solely to an earlier date)) of a Borrower and a Guarantor under the Loan Agreement and the other Loan Documents, in each case, with the same force and effect as if such New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents and was expressly named as a Borrower and a Guarantor (or “Grantor” however referenced) therein and a party thereto (including, without limitation, (i) the grant of a security interest to the Agent in the Collateral as applicableprovided in Section 7.1 of the Loan Agreement and in any other Loan Document and (ii) thereinthe joint and several liability under Section 5.10 of the Loan Agreement); (c) makes all representations, warranties, and other statements of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and (d) f. assumes and agrees to perform all applicable duties and Obligations of a Borrower and a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents; and g. joins in the execution of, and becomes a “Borrower” under, each Note, and agrees to be bound by all the respective terms and conditions of each Note in all respects as if such New Borrower was an original “Borrower” signatory thereto and agrees that a copy of this Joinder may be annexed or affixed to any Note to evidence such New Borrower’s execution of such Note as a “Borrower” thereunder.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the : a. Each New Facility Guarantor hereby acknowledges that the New Guarantor has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and hereby: (a) joins i. Joins in the execution of, and becomes a party to, to (i) the Credit Agreement, as a Facility Guarantor; (ii) the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein)Facility Guarantor, and unconditionally guarantees, as a primary obligor and not merely as a surety, the due and punctual payment and performance (whether at the stated maturity, by acceleration or otherwise) by the Borrower of all Obligations; (iii) the Security Documents, as a Grantor; and (iv) each of the other Loan Documents as to which the Existing Facility Guarantors are a party. ii. Assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement, the Guaranty, the Security Agreement and the other Loan Documents to which the Existing Facility Guarantors are a party. b. Without in any manner limiting the generality of clause (a) above, each New Facility Guarantor thereunder, as indicated with its signature below; (b) hereby covenants and agrees to that: i. Such New Facility Guarantor shall be bound by all covenantscovenants (other than covenants which specifically relate solely to an earlier date), agreements, liabilities and acknowledgments of (i) a Guarantor “Facility Guarantor” under the Credit Agreement and the Guaranty and (ii) a “Grantor” under the Security Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Facility Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents thereto and was expressly named as a Guarantor (or “Grantor” as applicable) therein; (c) makes all representationsii. The Obligations may be extended or renewed, warrantiesin whole or in part, without further notice to or assent from, such New Facility Guarantor, and other statements that it will remain bound upon the Guaranty notwithstanding any extension or renewal of any of the Obligations, (ii) such New Facility Guarantor is jointly and severally liable for all Guaranteed Obligations (as defined in the Guaranty); iii. To secure the prompt and complete payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings and refinancings thereof, each New Facility Guarantor hereby grants, mortgages, pledges and hypothecates to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, a Guarantor Lien upon all of its right, title and interest in, to and under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan DocumentsCollateral.

Joinder and Assumption of Obligations. Effective as of the date of this JoinderAgreement, the New Guarantor hereby acknowledges that the New Guarantor it has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor (and, in the case of the Security Agreement, a Grantor) thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date)hereof, in each case, with the same force and effect as if such the New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “and, in the case of the Security Agreement, a Grantor” as applicable) therein; (c) makes all representations, warranties, representations and other statements warranties of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date)hereof, in each case, with the same force and effect as if such the New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (and, in the case of the Security Agreement, a Grantor) therein (or except any such representations and warranties made in any Loan Document “Grantoras of the Effective Date” shall be deemed made, with respect to the New Guarantor only, as applicableof this Agreement); and; (d) assumes and agrees to perform confirms that it has assumed all applicable duties and of the Obligations of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Guarantor thereunder. The New Guarantor agrees to honor, perform and comply with, in all respects, all terms and provisions of all of the Loan Documents to the same extent as if the New Guarantor was named as a Guarantor therein as of the date of execution thereof; and (e) together with the Borrower and the Existing Guarantors, each acknowledges that the Obligations are due and owing to the Agent and the Lenders under the Loan Documents, in accordance with their terms to the same extent and the same manner as if the New Guarantor was an original Guarantor, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise.

Joinder and Assumption of Obligations. Effective as As of the date of this JoinderFirst Amendment Effective Date, the New Guarantor Loan Party Obligor hereby acknowledges that the New Guarantor it has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) a. joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor thereunderLoan Party Obligor thereunder (for avoidance of doubt, but not as a Borrower), as indicated with its signature below; (b) b. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor Loan Party Obligor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor Loan Party Obligor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) Loan Party Obligor therein; (c) c. makes all representations, warranties, and other statements of a Guarantor Loan Party Obligor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor Loan Party Obligor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); andLoan Party Obligor therein; (d) d. assumes and agrees to perform all applicable duties and Obligations of a Guarantor Loan Party Obligor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents; and e. without limiting the provisions of subparagraph a above, New Loan Party Obligor hereby agrees as follows: To secure the full payment and performance of all of the Obligations, New Loan Party Obligor hereby assigns to Lender and grants to Lender a continuing security interest in all property of such New Loan Party Obligor, whether tangible or intangible, real or personal, now or hereafter owned, existing, acquired or arising and wherever now or hereafter located, and whether or not eligible for lending purposes, including: (i) all Accounts (whether or not Eligible Accounts) and all Goods whose sale, lease or other disposition by such New Loan Party Obligor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such New Loan Party Obligor; (ii) all Chattel Paper (including Electronic Chattel Paper), Instruments, Documents, and General Intangibles (including all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contracts rights, payment intangibles, security interests, security deposits and rights to indemnification); (iii) all Inventory; (iv) all Goods (other than Inventory), including Equipment, Farm Products, Health-Care-Insurance Receivables, vehicles, and Fixtures; (v) all Investment Property, including all rights, privileges, authority, and powers of such New Loan Party Obligor as an owner or as a holder of Pledged Equity, including all economic rights, all control rights, authority and powers, and all status rights of such New Loan Party Obligor as a member, equity holder or shareholder, as applicable, of each Issuer; (vi) all Deposit Accounts, bank accounts, deposits and cash; (vii) all Letter-of-Credit Rights; (viii) all Commercial Tort Claims; (ix) all Supporting Obligations; (x) any other property of such New Loan Party Obligor now or hereafter in the possession, custody or control of Lender or any agent or any parent, Affiliate or Subsidiary of Lender or any Participant with Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (xi) all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including proceeds of all insurance policies insuring the foregoing property, and all of such New Loan Party Obligor’s books and records relating to any of the foregoing and to such New Loan Party Obligor’s business.

Joinder and Assumption of Obligations. Effective as of the date of this JoinderAmendment, the New Guarantor Borrower hereby acknowledges that the New Guarantor Borrower has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor Borrower (and, in the case of the Security Agreement, a Pledgor) thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor Borrower under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date)hereof, in each case, with the same force and effect as if such the New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) Borrower therein; (c) makes all representations, warranties, and other statements of a Guarantor Borrower under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date)hereof, in each case, with the same force and effect as if such the New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable)Borrower therein; and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor the Existing Borrowers under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor [Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Security Agreement[, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), ] and each of the other Loan Documents as a Guarantor [Borrower/Guarantor] thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Security Agreement[, the Facility Guaranty, the applicable Security Documents ] and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement[, the Facility Guaranty, the applicable Security Documents ] and each of the other Loan Documents and was expressly named as a Guarantor [Borrower/Guarantor] (or “Grantor” as applicableand, in the case of the Security Agreement, a Pledgor) therein; (c) makes all representations, warranties, and other statements of a Guarantor Borrower/Guarantor] under the Credit Agreement, the Security Agreement[, the Facility Guaranty, the applicable Security Documents ] and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Security Agreement[, the Facility Guaranty, the applicable Security Documents ] and each of the other Loan Documents and was expressly named as a Guarantor therein [Borrower/Guarantor] (or “Grantor” as applicable)and, in the case of the Security Agreement, a Pledgor) therein; and (d) assumes and agrees to perform all applicable duties and Obligations obligations of a Guarantor the Existing [Borrower/Guarantors] under the Credit Agreement, the Security Agreement[, the Facility Guaranty, the applicable Security Documents ] and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents and the other Loan Documents, and hereby:New (a) a. joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor [Borrower/Guarantor] thereunder, as indicated with its signature below; (b) b. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) [Borrower/Guarantor] therein; (c) c. makes all representations, warranties, and other statements of a Guarantor Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and[Borrower/Guarantor] therein; (d) d. assumes and agrees to perform all applicable duties and Obligations of a Guarantor the Existing [Borrowers/Guarantors] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor Borrower hereby acknowledges that the New Guarantor Borrower has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor Borrower thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor Borrower under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) Borrower therein; (c) makes all representations, warranties, and other statements of a Guarantor Borrower under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor Borrower was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable)Borrower therein; and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor Borrower under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor hereby acknowledges that the New Guarantor has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Loan Agreement and the other Loan Documents, and hereby: (a) a. joins in the execution of, and becomes a party to, the Credit AgreementLoan Agreement as an “Obligor” and a “Guarantor”, as indicated by its signature below, as if the New Guarantor was an original signatory to the Loan Agreement and was expressly named therein; b. joins in the execution of, and becomes a party to, the Facility GuarantyPledge Agreement as a “Company” and, to the extent applicable, a “Subsidiary”, as indicated by its signature below, as if the New Guarantor was an original signatory to the Pledge Agreement and was expressly named therein; c. joins in the execution of, and becomes a party to, the applicable Trademark Security Documents (Agreement as a “Assignor”, as indicated by its signature below, as if the New Guarantor was an original signatory to the Trademark Security Agreement and was expressly named therein; d. joins in the execution of, and becomes a party to, the Copyright Security Agreement as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor thereunder”, as indicated with by its signature below, as if the New Guarantor was an original signatory to the Copyright Security Agreement and was expressly named therein; (b) e. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that which specifically relate solely to an earlier date)) of a Guarantor under the Loan Agreement and the other Loan Documents, in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicablehowever referenced) therein; therein and a party thereto (c) makes all representationsincluding, warranties, and other statements without limitation the grant of a Guarantor under security interest to the Credit Agreement, Agent in the Facility Guaranty, the applicable Security Documents and each Collateral as provided in Section 7.1 of the Loan Agreement and in any other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicableDocument); and (d) f. assumes and agrees to perform all applicable duties and Obligations of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this JoinderFifth Amendment, the New Guarantor Parent hereby acknowledges that the New Guarantor it has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, Agreement and the Facility GuarantyGuarantee, the applicable Security Documents (as a “Grantor” as defined therein), and each of the other Loan Documents as a Facility Guarantor thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Facility Guarantor under the Credit Agreement, Agreement and the Facility GuarantyGuarantee, after giving effect to the applicable Security Documents and each of the other Loan Documents as of the date hereof Fifth Amendment (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was Parent were a signatory to the Credit Agreement, Agreement and the Facility Guaranty, the applicable Security Documents Guarantee and each of the other Loan Documents and was were expressly named as a Facility Guarantor (or “Grantor” as applicable) therein; (ci) makes all representations, warranties, and other statements of a Facility Guarantor under the Credit Agreement, Agreement and the Facility GuarantyGuarantee, after giving effect to the applicable Security Documents and each of the other Loan Documents, as of the date hereof Fifth Amendment (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was Parent were a signatory to the Credit Agreement, the Agreement and such Facility Guaranty, the applicable Security Documents Guarantee and each of the other Loan Documents and was were expressly named as a Facility Guarantor therein therein, and (ii) represents that it does not, and will not (unless it complies with Section 5.14(b) of the Credit Agreement) own any Inventory, Credit Card Receivables, prescription lists or “Grantor” as applicable)Eligible Third Party Receivables; and (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor the other Facility Guarantors under the Credit Agreement, Agreement and the Facility GuarantyGuarantee, after giving effect to the applicable Security Documents and each of the other Loan DocumentsFifth Amendment.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Guarantor [Borrower/Guarantor] hereby acknowledges that the New Guarantor [Borrower/Guarantor] has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Loan Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Loan Agreement and each of the other Loan Documents as a Guarantor [Borrower/Guarantor] thereunder, as indicated with its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor [Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicable) [Borrower/Guarantor] therein; (c) makes all representations, warranties, and other statements of a Guarantor Borrower/Guarantor] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor [Borrower/Guarantor] was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and[Borrower/Guarantor] therein; (d) assumes and agrees to perform all applicable duties and Obligations of a Guarantor the Existing [Borrower/Guarantors] under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this JoinderAgreement, the each New Guarantor hereby acknowledges that the New Guarantor it has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Agreement and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, to the Credit Agreement, the Facility Guaranty, the applicable Security Documents (as a “Grantor” as defined therein), Agreement and each of the other Loan Documents as a Guarantor (and, in the case of the Guarantee and Collateral Agreement, a Grantor) thereunder, as indicated with evidenced by its signature below; (b) covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor and Grantor (under the Guarantee and Collateral Agreement) under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents Agreement as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility GuarantyGuarantee and Collateral Agreement, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor (or “and, in the case of the Guarantee and Collateral Agreement, a Grantor” as applicable) therein;; DB1/ 108919100.11 (c) makes all representations, warranties, and other statements of a Guarantor and Grantor (under the Guarantee and Collateral Agreement) under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan DocumentsDocuments (other than pursuant to Section 5.03(a)(i) of the Credit Agreement with respect to the good standing of Xxxxxxx Xxxxxx Design Limited), as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such the New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Agreement and each of the other Loan Documents Documents, and was expressly named as a Guarantor therein (or “and, in the case of the Guarantee and Collateral Agreement, a Grantor” as applicable)) therein; and (d) assumes and agrees to perform all applicable duties and Obligations and Secured Obligations (as defined in the Guarantee and Collateral Agreement) of a Guarantor or a Grantor (on a joint and several basis with the other Guarantors) under the Credit Agreement, the Facility GuarantyGuarantee and Collateral Agreement, the applicable Security Documents and each of the other Loan Documents.

Joinder and Assumption of Obligations. Effective as of the date of this Joinder, each of the New Guarantor Guarantors hereby acknowledges that the New Guarantor it has received and reviewed a copy of the Credit Agreement, the Facility Guaranty, the Security Documents Loan Agreement and the other Loan Documents, and hereby: (a) a. joins in the execution of, and becomes a party to, the Credit AgreementLoan Agreement as an “Obligor” and a “Guarantor”, as indicated by its signature below, as if such New Guarantor was an original signatory to the Loan Agreement and was expressly named therein; b. joins in the execution of, and becomes a party to, the Facility GuarantyPledge Agreement as a “Company” and, to the extent applicable, a “Subsidiary”, as indicated by its signature below, as if such New Guarantor was an original signatory to the Pledge Agreement and was expressly named therein; c. joins in the execution of, and becomes a party to, the applicable Trademark Security Documents (Agreement as an “Assignor”, as indicated by its signature below, as if such New Guarantor was an original signatory to the Trademark Security Agreement and was expressly named therein; d. joins in the execution of, and becomes a party to, the Copyright Security Agreement as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor thereunder”, as indicated with by its signature below, as if such New Guarantor was an original signatory to the Copyright Security Agreement and was expressly named therein; (b) e. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that which specifically relate solely to an earlier date)) of a Guarantor under the Loan Agreement and the other Loan Documents, in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor” as applicablehowever referenced) therein; therein and a party thereto (c) makes all representationsincluding, warrantieswithout limitation, and other statements the grant of a Guarantor under security interest to the Credit Agreement, Agent in the Facility Guaranty, the applicable Security Documents and each Collateral as provided in Section 7.1 of the Loan Agreement and in any other Loan Documents, as of the date hereof (other than representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicableDocument); and (d) f. assumes and agrees to perform all applicable duties and Obligations of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents Loan Agreement and each of the other Loan Documents.