Common use of Joinder and Assumption of Obligations Clause in Contracts

Joinder and Assumption of Obligations. Effective as of the First Amendment Effective Date (which shall have the meaning set forth in Section 1(d) above), the New Borrower hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Security 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 and the other Loan Documents as a Borrower (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 Borrower under the Credit Agreement, the Security Agreement and the other Loan Documents as of the date hereof, in each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein; (c) makes all representations and warranties of a Borrower under the Credit Agreement, the Security Agreement and the other Loan Documents, as of the date hereof, in each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein (except any such representations and warranties made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Borrower only, as of the First Amendment Effective Date); (d) confirms that it has assumed all of the Obligations of a Borrower under the Credit Agreement and each of the Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Borrower thereunder. The New Borrower 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 Borrower was named as a Borrower therein as of the date of execution thereof; and (e) together with the Existing Borrower, each acknowledge 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 Borrower was the original Borrower, 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. The New Borrower and the Existing Borrower each hereby acknowledge and agree that from and after the effectiveness of this Agreement, all references to the Borrower in the Credit Agreement and the other Loan Documents shall refer, jointly and severally, to the New Borrower and the Existing Borrower.

Joinder and Assumption of Obligations. Effective as As of the First Fourth Amendment Effective Date (which shall have the meaning set forth in Section 1(d) above)Date, the New Borrower hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Security Agreement and the other Loan Documents, and hereby: (a) : a. joins in the execution of, and becomes a party to, the Credit Agreement, the Security Agreement and the other Loan Documents as a Borrower (and, in the case of the Security Agreement, a Grantor) thereunder, Loan Party Obligor thereunder as indicated with its signature below; (b) ; b. covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments of a Borrower Loan Party Obligor under the Credit Agreement, the Security Agreement and the other Loan Documents as of the date hereofhereof (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 the such New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in Loan Party Obligor therein; To secure the case of the Security Agreement, a Grantor) therein; (c) makes all representations full payment and warranties of a Borrower under the Credit Agreement, the Security Agreement and the other Loan Documents, as of the date hereof, in each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein (except any such representations and warranties made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Borrower only, as of the First Amendment Effective Date); (d) confirms that it has assumed all of the Obligations of a Borrower under the Credit Agreement and each of the Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Borrower thereunder. The New Borrower agrees to honor, perform and comply with, in all respects, all terms and provisions performance of all of the Loan Documents to the same extent as if the Obligations, New Borrower was named 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 therein 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 date foregoing property, including proceeds of execution thereof; and (e) together with all insurance policies insuring the Existing Borrower, each acknowledge 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 Borrower was the original Borrowerforegoing property, and shall not be subject all of such New Borrower’s books and records relating 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. The foregoing and to such New Borrower and the Existing Borrower each hereby acknowledge and agree that from and after the effectiveness of this Agreement, all references to the Borrower in the Credit Agreement and the other Loan Documents shall refer, jointly and severally, to the New Borrower and the Existing Borrower’s business.

Joinder and Assumption of Obligations. Effective as of the First Second Amendment Effective Date (which shall have the meaning set forth in Section 1(d) above)Date, the each New Borrower Guarantor hereby acknowledges that it has received and reviewed a copy copies of the Credit Agreement, the Security Agreement and the other Loan Documents, and acknowledges and agrees to, and does hereby: (a) joins join in the execution of, and becomes become a party to, the Credit Agreement, the Security Agreement and the each other Loan Documents Document as a Borrower (and, in the case of the Security Agreement, a Grantor) Guarantor thereunder, as indicated with its signature below; (b) covenants and agrees agree to be bound by all representations, warranties, covenants, agreements, liabilities liabilities, and acknowledgments of a Borrower under the Guarantors in the Credit Agreement, the Security Agreement and the other Loan Documents as of the date hereof, in each case, with the same force and effect as if the such New Borrower Guarantor was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (Guarantor therein; and, in the case of the Security Agreement, a Grantor) therein; (c) makes all representations without limiting the generality of the foregoing: (i) absolutely, unconditionally and warranties irrevocably guarantee the punctual payment when due, whether at scheduled maturity or on any date of a Borrower required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan Documents, any Secured Hedge Agreement, any Secured Bank Product Agreement, or any Secured Cash Management Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”; provided that the Guaranteed Obligations shall not include any Excluded Swap Obligations), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent, any other Lender Party, any Hedge Bank, any provider of Bank Products, or any Cash Management Bank in enforcing any rights under, as applicable, this Guaranty, any other Loan Document, any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement. Without limiting the generality of the foregoing, the liability of such New Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Lender Party or any Hedge Bank or any Cash Management Bank under or in respect of, as applicable, the Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party; (ii) unconditionally and irrevocably agree that in the event any payment shall be required to be made to any Lender Party under the Credit Agreement or any other guaranty, such New Guarantor will contribute, to the maximum extent permitted by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Lender Parties or Hedge Banks or any Cash Management Bank under or in respect of, as applicable, the Loan Documents or any Secured Hedge Agreement, Secured Bank Product Agreement, or any Secured Cash Management Agreement; and (iii) agree to be bound as a Guarantor by all of the terms and conditions of the Guaranty, as set forth in the Credit Agreement, to the Security Agreement and same extent as each of the other Loan DocumentsGuarantors thereunder. Each New Guarantor further agrees, as of the date hereoffirst above written, in that each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein (except any such representations and warranties made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Borrower only, as of the First Amendment Effective Date); (d) confirms that it has assumed all of the Obligations of a Borrower under the Credit Agreement and each of the Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Borrower thereunder. The New Borrower 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 Borrower was named as a Borrower therein as of the date of execution thereof; and (e) together with the Existing Borrower, each acknowledge 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 Borrower was the original Borrower, 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. The New Borrower and the Existing Borrower each hereby acknowledge and agree that from and after the effectiveness of this Agreement, all references to the Borrower reference in the Credit Agreement to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Documents Document to a “Guarantor” or a “Loan Party”, as applicable, shall refer, jointly also mean and severally, be a reference to the New Borrower Holdings and the Existing BorrowerIntermediate Holdings.

Joinder and Assumption of Obligations. Effective as of the First Amendment Effective Date (which shall have the meaning set forth in Section 1(d) above)date of this Agreement, the each New Borrower Guarantor hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, to the Credit Agreement, the Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents as a Borrower Guarantor (and, in the case of the Security Guarantee and Collateral 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 Borrower Guarantor under the Credit Agreement and a Grantor under the Guarantee and Collateral 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 Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents and was expressly named as a Guarantor (and, in the case of the Guarantee and Collateral Agreement, a Grantor) therein; (c) makes all representations, warranties, and other statements of a Guarantor under the Credit Agreement (other than pursuant to Section 5.03(a)(i) of the Credit Agreement with respect to the good standing of Xxxxxxx Xxxxxx Design Limited), and the other Loan Documents and a Grantor under the Guarantee and Collateral Agreement, as of the date hereofhereof (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 the New Borrower Guarantor was a signatory to the Credit Agreement, the Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents Documents, and was expressly named as a Borrower Guarantor (and, in the case of the Security Guarantee and Collateral Agreement, a Grantor) therein;; and (cd) makes assumes and agrees to perform all representations applicable duties and warranties Obligations and Secured Obligations (as defined in the Guarantee and Collateral Agreement) of a Borrower Guarantor (on a joint and several basis with the other Loan Parties) and a Grantor (under the Guarantee and Collateral Agreement) under the Credit Agreement, the Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents, as of the date hereof, in each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein (except any such representations and warranties made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Borrower only, as of the First Amendment Effective Date); (d) confirms that it has assumed all of the Obligations of a Borrower under the Credit Agreement and each of the Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Borrower thereunder. The New Borrower 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 Borrower was named as a Borrower therein as of the date of execution thereof; and (e) together with the Existing Borrower, each acknowledge 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 Borrower was the original Borrower, 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. The New Borrower and the Existing Borrower each hereby acknowledge and agree that from and after the effectiveness of this Agreement, all references to the Borrower in the Credit Agreement and the other Loan Documents shall refer, jointly and severally, to the New Borrower and the Existing Borrower.

Joinder and Assumption of Obligations. Effective as of the First Amendment Effective Date (which shall have the meaning set forth in Section 1(d) above), the date of this Joinder: a. Each New Borrower Guarantor hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Security Agreement and the other Loan Documentsdocuments, and hereby: (a) i. joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the Security Agreement Documents and each of the other Loan Documents as a Borrower Guarantor and as a Loan Party (and as a “Grantor” as defined therein, as applicable) to which the Existing Guarantors are a party; and ii. assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement, in the case Facility Guaranty, the Security Documents and each of the Security Agreementother Loan Documents to which the Existing Guarantors are a party. b. Without in any manner limiting the generality of clause (a) above, a Grantor) thereunder, as indicated with its signature below;each New Guarantor hereby: (b) i. covenants and agrees to be bound by all covenantscovenants (other than covenants which specifically relate solely to an earlier date), agreements, liabilities and acknowledgments of a Borrower Guarantor under the Credit Agreement, the Facility Guaranty, the Security Agreement Documents and each of the other Loan Documents as of to which the date hereofExisting Guarantors are a party, in each case, with the same force and effect as if the such New Borrower was Guarantor were a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents thereto and was expressly named as a Borrower Guarantor and as a Loan Party (and, in the case of the Security Agreement, or as a “Grantor,” as applicable) therein; ii. jointly with the other Existing Guarantors and severally, unconditionally and irrevocably, as primary obligor and not merely as surety, guarantees the full and prompt payment when due, whether by acceleration or otherwise, and at all times thereafter, of all Guaranteed Obligations (c) makes as defined in the Facility Guaranty), including all representations such Guaranteed Obligations which shall become due but for the operation of any Debtor Relief Law, and warranties of agrees that each New Guarantor shall, for all purposes, be deemed to be a Borrower “Guarantor,” jointly and severally with all other Guarantors under the Credit Agreement, Facility Guaranty; iii. as collateral security for the Security Agreement payment and performance in full of all the other Loan Documents, Secured Obligations (as of the date hereof, defined in each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement) and all renewals, extensions, restructurings and refinancings thereof, each New Guarantor hereby pledges and grants, to the Collateral Agent for its benefit and for the benefit of the other Credit Parties, a Grantor) therein (except any such representations lien on and warranties made security interest in any Loan Document “as of the Effective Date” shall be deemed made, with respect and to the New Borrower only, as of the First Amendment Effective Date); (d) confirms that it has assumed all of the Obligations right, title and interest of a Borrower such New Guarantor in, to and under the Credit Agreement and each of Collateral (as defined in the Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Borrower thereunder. The New Borrower 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 Borrower was named as a Borrower therein as of the date of execution thereofSecurity Agreement); and iv. hereby irrevocably authorizes the Collateral Agent at any time and from time to time to authenticate and file in any relevant jurisdiction any financing statements (eincluding fixture filings) together and amendments thereto that contain the information required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including, without limitation, (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) a description of the Collateral consistent with the Existing Borrower, each acknowledge 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 Borrower was the original Borrower, 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. The New Borrower and the Existing Borrower each hereby acknowledge and agree that from and after the effectiveness of this Security Agreement, all references to the Borrower in the Credit Agreement and the other Loan Documents shall refer, jointly and severally, to the New Borrower and the Existing Borrower.

Joinder and Assumption of Obligations. Effective as of the First Amendment Effective Date (which shall have the meaning set forth in Section 1(d) above), the date of this Joinder: a. Each New Borrower hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Security Agreement and the other Loan Documents, and Guarantor hereby: (a) joins i. Joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty, the Security Agreement Documents and each of the other Loan Documents as to which the Existing Guarantors are a Borrower (andparty. ii. Assumes and agrees to perform all applicable duties and Obligations of a Loan Party under the Credit Agreement, in the case Facility Guaranty, the Security Documents and each of the Security Agreementother Loan Documents to which the Existing Guarantors are a party. b. Without in any manner limiting the generality of clause (a) above, a Grantor) thereunder, as indicated with its signature below; (b) each New Guarantor hereby covenants and agrees to that: i. New Guarantor shall be bound by all covenantscovenants (other than covenants which specifically relate solely to an earlier date), agreements, liabilities and acknowledgments of a Borrower Guarantor under the Credit Agreement, the Facility Guaranty, the Security Agreement Documents and each of the other Loan Documents as of to which the date hereofExisting Guarantors are a party, in each case, with the same force and effect as if the such New Borrower Guarantor was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents thereto and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein; (c) makes all representations ii. To secure the payment and warranties performance of a Borrower under the Credit Agreement, the Security Agreement and the other Loan Documents, as of the date hereof, in each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein (except any such representations and warranties made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Borrower only, as of the First Amendment Effective Date); (d) confirms that it has assumed all of the Secured Obligations and all renewals, extensions, restructurings and refinancings thereof, New Guarantor hereby pledges and grants, subject to existing licenses to use the Intellectual Property Collateral granted by such Grantor in the ordinary course of business, to the Collateral Agent for its benefit and for the benefit of the other Domestic Credit Parties, a Borrower lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under the Collateral; and iii. Each New Guarantor authorizes the Administrative Agent to prepare and file such UCC financing statements as the Administrative Agent may deem appropriate in order to perfect the security interests to be granted pursuant to the Credit Agreement and each certain related Loan Documents. Without limiting the foregoing, such filings may describe the collateral covered thereby as “All assets of the Loan DocumentsDebtor, and agrees to paywherever located, perform, observe and maintain in full force and whether now owned or hereafter acquired or arising” (or words of similar effect, all of the Obligations of a Borrower thereunder. The New Borrower 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 Borrower was named as a Borrower therein as of the date of execution thereof; and (e) together with the Existing Borrower, each acknowledge 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 Borrower was the original Borrower, 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. The New Borrower and the Existing Borrower each hereby acknowledge and agree that from and after the effectiveness of this Agreement, all references to the Borrower in the Credit Agreement and the other Loan Documents shall refer, jointly and severally, to the New Borrower and the Existing Borrower).

Joinder and Assumption of Obligations. Effective as of the First Amendment Effective Date (which shall have the meaning set forth in Section 1(d) above)date of this Agreement, the each New Borrower Guarantor hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents, and hereby: (a) joins in the execution of, and becomes a party to, to the Credit Agreement, the Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents as a Borrower Guarantor (and, in the case of the Security Guarantee and Collateral 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 Borrower Guarantor under the Credit Agreement and a Grantor under the Guarantee and Collateral 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 Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents and was expressly named as a Guarantor (and, in the case of the Guarantee and Collateral Agreement, a Grantor) therein; (c) makes all representations, warranties, and other statements of a Guarantor under the Credit Agreement (other than pursuant to Section 5.03(a)(i) of the Credit Agreement with respect to the good standing of Rxxxxxx Xxxxxx Design Limited), and the other Loan Documents and a Grantor under the Guarantee and Collateral Agreement, as of the date hereofhereof (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 the New Borrower Guarantor was a signatory to the Credit Agreement, the Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents Documents, and was expressly named as a Borrower Guarantor (and, in the case of the Security Guarantee and Collateral Agreement, a Grantor) therein;; and (cd) makes assumes and agrees to perform all representations applicable duties and warranties Obligations and Secured Obligations (as defined in the Guarantee and Collateral Agreement) of a Borrower Guarantor (on a joint and several basis with the other Loan Parties) and a Grantor (under the Guarantee and Collateral Agreement) under the Credit Agreement, the Security Agreement Guarantee and Collateral Agreement, and the other Loan Documents, as of the date hereof, in each case, with the same force and effect as if the New Borrower was a signatory to the Credit Agreement, the Security Agreement and the other Loan Documents and was expressly named as a Borrower (and, in the case of the Security Agreement, a Grantor) therein (except any such representations and warranties made in any Loan Document “as of the Effective Date” shall be deemed made, with respect to the New Borrower only, as of the First Amendment Effective Date); (d) confirms that it has assumed all of the Obligations of a Borrower under the Credit Agreement and each of the Loan Documents, and agrees to pay, perform, observe and maintain in full force and effect, all of the Obligations of a Borrower thereunder. The New Borrower 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 Borrower was named as a Borrower therein as of the date of execution thereof; and (e) together with the Existing Borrower, each acknowledge 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 Borrower was the original Borrower, 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. The New Borrower and the Existing Borrower each hereby acknowledge and agree that from and after the effectiveness of this Agreement, all references to the Borrower in the Credit Agreement and the other Loan Documents shall refer, jointly and severally, to the New Borrower and the Existing Borrower.