Common use of Joinder of Additional Guarantors Clause in Contracts

Joinder of Additional Guarantors. Upon the execution and delivery by any Additional Guarantor of a joinder agreement (a) stating that (i) such Additional Guarantor thereby acknowledges, agrees and confirms that, by its execution of such joinder agreement, such Additional Guarantor will be deemed to be a party to this Agreement with the same force and effect as if originally named herein as an Additional Guarantor, and such Additional Guarantor thereby ratifies, as of the date thereof, and accedes to and agrees to be bound by, all of the terms, provisions and conditions applicable thereby to it as an Additional Guarantor contained in this Agreement, (ii) each reference to an “Additional Guarantor” in this Agreement shall be deemed to include such Additional Guarantor, and (iii) the Additional Guarantor, jointly and severally with the Borrower and the other Guarantors and Additional Guarantors, unconditionally and irrevocably, guarantees, as primary obligor and not as surety, to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, indorses, transferees and assigns, the prompt and complete payment and performance by the Grantors when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations and (b) otherwise in form and substance satisfactory to the Administrative Agent and such Additional Guarantor, such Additional Guarantor shall become an Additional Guarantor with the same force and effect as if originally named as an Additional Guarantor herein, and each reference in this Agreement to an “Additional Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference herein to “this Agreement”, “hereunder”, “hereof” or words of like import referring to this Agreement, shall mean and be a reference to this Agreement as supplemented by such joinder agreement. The execution and delivery of such joinder agreement shall not require the consent of any other party hereunder, and will be acknowledged by the Collateral Agent. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Additional Guarantor as a party to this Agreement.”, (10) to amend and restate Section 7.5 thereof as follows: “

Joinder of Additional Guarantors. Upon the execution and delivery by any Additional Guarantor of a joinder agreement (a) stating that (i) such Additional Guarantor thereby acknowledges, agrees and confirms that, by its execution of such joinder agreement, such Additional Guarantor will be deemed to be a party to this Agreement with the same force and effect as if originally named herein as an Additional Guarantor, and such Additional Guarantor thereby ratifies, as of the date thereof, and accedes to and agrees to be bound by, all of the terms, provisions and conditions applicable thereby to it as an Additional Guarantor contained in this Agreement, (ii) each reference to an “Additional Guarantor” in this Agreement shall be deemed to include such Additional Guarantor, and (iii) the Additional Guarantor, jointly and severally with the Borrower and the other Guarantors and Additional Guarantors, unconditionally and irrevocably, guarantees, as primary obligor and not as surety, to the Collateral Agent, for the benefit of the Secured Parties and their respective successors, indorses, transferees and assigns, the prompt and complete payment and performance by the Grantors Credit Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations and (b) otherwise in form and substance satisfactory to the Administrative Agent and such Additional Guarantor, such Additional Guarantor shall become an Additional Guarantor with the same force and effect as if originally named as an Additional Guarantor herein, and each reference in this Agreement to an “Additional Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference herein to “this Agreement”, “hereunder”, “hereof” or words of like import referring to this Agreement, shall mean and be a reference to this Agreement as supplemented by such joinder agreement. The execution and delivery of such joinder agreement shall not require the consent of any other party hereunder, and will be acknowledged by the Collateral Agent. The rights and obligations of each Grantor Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any new Additional Guarantor as a party to this Agreement.”, (10) to amend and restate Section 7.5 thereof as follows: “

Joinder of Additional Guarantors. Upon The Pledgors shall cause each Subsidiary of Holdings which, from time to time, after the execution and delivery by any Additional Guarantor of a joinder agreement (a) stating that (i) such Additional Guarantor thereby acknowledges, agrees and confirms that, by its execution of such joinder agreement, such Additional Guarantor will date hereof shall be deemed required to be become a party to this Agreement with the same force and effect as if originally named herein as an Additional Guarantor, and such Additional Guarantor thereby ratifies, as of the date thereof, and accedes or to and agrees to be bound by, all of the terms, provisions and conditions applicable thereby to it as an Additional Guarantor contained in this Agreement, (ii) each reference to an “Additional Guarantor” in this Agreement shall be deemed to include such Additional Guarantor, and (iii) the Additional Guarantor, jointly and severally with the Borrower and the other Guarantors and Additional Guarantors, unconditionally and irrevocably, guarantees, as primary obligor and not as surety, otherwise pledge any assets to the Collateral Agent, Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and their respective successors, indorses, transferees and assigns, deliver to the prompt and complete payment and performance Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto within thirty days (or such longer period as may be determined by the Grantors when due (whether at the stated maturity, by acceleration or otherwiseCollateral Agent in its sole discretion) of the Guaranteed Obligations date on which it became a Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party by operation of the provisions of Section 5.11(d) of the Credit Agreement, as the case may be, and (ii) a Perfection Certificate, in each case, within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) of the date on which it became a Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party by operation of the provisions of Section 5.11(d) of the Credit Agreement, as the case may be, and (b) otherwise in form the case of a Subsidiary organized outside of the United States, to execute and substance satisfactory deliver to the Administrative Collateral Agent such additional documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above, upon such Additional Guarantorexecution and delivery, such Additional Guarantor Subsidiary shall become an Additional Guarantor constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as an Additional a Guarantor and Pledgor herein, and each reference in this Agreement to an “Additional Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference herein to “this Agreement”, “hereunder”, “hereof” or words of like import referring to this Agreement, shall mean and be a reference to this Agreement as supplemented by such joinder agreement. The execution and delivery of such joinder agreement Joinder Agreement shall not require the consent of any other party Pledgor hereunder, and will be acknowledged by the Collateral Agent. The rights and obligations of each Grantor Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Additional Guarantor and Pledgor as a party to this Agreement.”, (10) to amend and restate Section 7.5 thereof as follows: “

Joinder of Additional Guarantors. Upon The Pledgors shall cause each Subsidiary of the execution Parent Borrower that is either (x) organized under the laws of the United States or any state thereof or the District of Columbia and delivery by any Additional Guarantor of a joinder agreement (a) stating that (i) such Additional Guarantor thereby acknowledges, agrees and confirms that, by its execution of such joinder agreement, such Additional Guarantor will be deemed required to be become a party to this Agreement with the same force and effect as if originally named herein as an Additional Guarantor, and such Additional Guarantor thereby ratifies, as of the date thereof, and accedes or to and agrees to be bound by, all of the terms, provisions and conditions applicable thereby to it as an Additional Guarantor contained in this Agreement, (ii) each reference to an “Additional Guarantor” in this Agreement shall be deemed to include such Additional Guarantor, and (iii) the Additional Guarantor, jointly and severally with the Borrower and the other Guarantors and Additional Guarantors, unconditionally and irrevocably, guarantees, as primary obligor and not as surety, otherwise pledge any assets to the Collateral Agent, Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement or (y) a Foreign Subsidiary and their respective successors, indorses, transferees and assigns, the prompt and complete payment and performance by the Grantors when due (whether at the stated maturity, by acceleration or otherwiseis required to become a party to this Agreement pursuant to Section 5.11(e) of the Guaranteed Obligations Credit Agreement to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) of the date on which it became a wholly owned Restricted Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party or a party to this Agreement by operation of the provisions of Sections 5.11(b), (d) or (e) of the Credit Agreement, as the case may be, and (bii) otherwise a Perfection Certificate, in form each case, within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) of the date on which it became a wholly owned Restricted Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party or a party to this Agreement by operation of the provisions of Sections 5.11(b), (d) or (e) of the Credit Agreement, as the case may be, and, in each case, upon such execution and substance satisfactory to the Administrative Agent and such Additional Guarantordelivery, such Additional Guarantor Restricted Subsidiary shall become an Additional Guarantor constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as an Additional a Guarantor and Pledgor herein, and each reference in this Agreement . In the case of a wholly owned Restricted Subsidiary organized outside of the United States that is required to an “Additional Guarantor” shall also mean and be become a reference to such Additional Guarantor, and each reference herein to “this Agreement”, “hereunder”, “hereof” or words of like import referring to this Agreement, shall mean and be a reference party to this Agreement pursuant to Section 5.11(e) of the Credit Agreement, such Restricted Subsidiary shall also execute and deliver to the Collateral Agent such additional documentation as supplemented by such joinder agreementthe Collateral Agent shall reasonably request to provide for perfected and valid liens on its assets in the jurisdiction where it is organized or doing business. The execution and delivery of such joinder agreement Joinder Agreement shall not require the consent of any other party Pledgor hereunder, and will be acknowledged by the Collateral Agent. The rights and obligations of each Grantor Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Additional Guarantor and Pledgor as a party to this Agreement.”, (10) to amend and restate Section 7.5 thereof as follows: “

Joinder of Additional Guarantors. Upon The Pledgors shall cause each Subsidiary of the execution Borrower that is either (x) organized under the laws of the United States or any state thereof or the District of Columbia and delivery by any Additional Guarantor of a joinder agreement (a) stating that (i) such Additional Guarantor thereby acknowledges, agrees and confirms that, by its execution of such joinder agreement, such Additional Guarantor will be deemed required to be become a party to this Agreement with the same force and effect as if originally named herein as an Additional Guarantor, and such Additional Guarantor thereby ratifies, as of the date thereof, and accedes or to and agrees to be bound by, all of the terms, provisions and conditions applicable thereby to it as an Additional Guarantor contained in this Agreement, (ii) each reference to an “Additional Guarantor” in this Agreement shall be deemed to include such Additional Guarantor, and (iii) the Additional Guarantor, jointly and severally with the Borrower and the other Guarantors and Additional Guarantors, unconditionally and irrevocably, guarantees, as primary obligor and not as surety, otherwise pledge any assets to the Collateral Agent, Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement or (y) a Foreign Subsidiary and their respective successors, indorses, transferees and assigns, the prompt and complete payment and performance by the Grantors when due (whether at the stated maturity, by acceleration or otherwiseis required to become a party to this Agreement pursuant to Section 5.11(e) of the Guaranteed Obligations Credit Agreement to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) of the date on which it became a wholly owned Restricted Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party or a party to this Agreement by operation of the provisions of Sections 5.11(b), (d) or (e) of the Credit Agreement, as the case may be, and (bii) otherwise a Perfection Certificate, in form each case, within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) of the date on which it became a wholly owned Restricted Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party or a party to this Agreement by operation of the provisions of Sections 5.11(b), (d) or (e) of the Credit Agreement, as the case may be, and, in each case, upon such execution and substance satisfactory to the Administrative Agent and such Additional Guarantordelivery, such Additional Guarantor Restricted Subsidiary shall become an Additional Guarantor constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as an Additional a Guarantor and Pledgor herein, and each reference in this Agreement . In the case of a wholly owned Restricted Subsidiary organized outside of the United States that is required to an “Additional Guarantor” shall also mean and be become a reference to such Additional Guarantor, and each reference herein to “this Agreement”, “hereunder”, “hereof” or words of like import referring to this Agreement, shall mean and be a reference party to this Agreement pursuant to Section 5.11(e) of the Credit Agreement, such Restricted Subsidiary shall also execute and deliver to the Collateral Agent such additional documentation as supplemented by such joinder agreementthe Collateral Agent shall reasonably request to provide for perfected and valid liens on its assets in the jurisdiction where it is organized or doing business. The execution and delivery of such joinder agreement Joinder Agreement shall not require the consent of any other party Pledgor hereunder, and will be acknowledged by the Collateral Agent. The rights and obligations of each Grantor Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Additional Guarantor and Pledgor as a party to this Agreement.”, (10) to amend and restate Section 7.5 thereof as follows: “

Joinder of Additional Guarantors. Upon By executing and delivering this Assumption Agreement, each of the execution Additional Guarantors, as provided in Section 8.11 of the Guarantee and delivery by any Additional Guarantor of a joinder agreement (a) stating that (i) such Additional Guarantor thereby acknowledgesCollateral Agreement, agrees and confirms that, by its execution of such joinder agreement, such Additional Guarantor will be deemed to be hereby becomes a party to this the Guarantee and Collateral Agreement as a Guarantor thereunder with the same force and effect as if originally named herein therein as an Additional Guarantora Guarantor and, and such Additional Guarantor thereby ratifies, as without limiting the generality of the date thereofforegoing, hereby expressly assumes all obligations and accedes to and agrees to be bound by, all liabilities of a Guarantor thereunder. In furtherance of the termsforegoing, provisions and conditions applicable thereby to it as an Additional Guarantor contained in this Agreement, (ii) each reference to an “Additional Guarantor” in this Agreement shall be deemed to include such Additional Guarantor, and (iii) of the Additional Guarantor, jointly and severally with the Borrower and the other Guarantors and Additional Guarantors, unconditionally as security for the payment and irrevocablyperformance in full of the Co-Issuer Obligations, guarantees, as primary obligor does (x) hereby create and not as surety, grant to the Collateral Agent, Trustee for the benefit of the Secured Parties a security interest in all of such Additional Guarantor’s right, title and their respective successorsinterest in and to the Collateral of such Additional Guarantor and (y) jointly and severally with the other Guarantors, indorses, transferees unconditionally and assigns, irrevocably hereby guarantee the prompt and complete payment and performance by the Grantors Co-Issuers when due (whether at the stated maturity, maturity by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Guaranteed Obligations Co-Issuer Obligations. Each reference to a “Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include each of the Additional Guarantors. The Guarantee and Collateral Agreement (as amended pursuant to this Assumption Agreement) is hereby incorporated herein by reference in its entirety. The information set forth in Annex 1-A hereto (A) is true and correct as of the date hereof in all material respects and (bB) otherwise in form and substance satisfactory is hereby added to the Administrative Agent information set forth in Schedule 4.5 to the Guarantee and Collateral Agreement and such Schedule shall be deemed so amended. Each of the Additional Guarantor, such Additional Guarantor shall become an Additional Guarantor with Guarantors hereby represents and warrants that each of the same force representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement applicable to it is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if originally named made on and as an Additional Guarantor herein, and each reference in this Agreement to an “Additional Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference herein to “this Agreement”, “hereunder”, “hereof” or words of like import referring to this Agreement, shall mean and be a reference to this Agreement as supplemented by such joinder agreement. The execution and delivery of such joinder agreement shall not require the consent of any other party hereunder, and will be acknowledged by the Collateral Agent. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Additional Guarantor as a party to this Agreementdate.”, (10) to amend and restate Section 7.5 thereof as follows: “

Joinder of Additional Guarantors. Upon The Pledgors shall cause each Subsidiary of Holdings which, from time to time, after the execution and delivery by any Additional Guarantor of a joinder agreement (a) stating that (i) such Additional Guarantor thereby acknowledges, agrees and confirms that, by its execution of such joinder agreement, such Additional Guarantor will date hereof shall be deemed required to be become a party to this Agreement with the same force and effect as if originally named herein as an Additional Guarantor, and such Additional Guarantor thereby ratifies, as of the date thereof, and accedes or to and agrees to be bound by, all of the terms, provisions and conditions applicable thereby to it as an Additional Guarantor contained in this Agreement, (ii) each reference to an “Additional Guarantor” in this Agreement shall be deemed to include such Additional Guarantor, and (iii) the Additional Guarantor, jointly and severally with the Borrower and the other Guarantors and Additional Guarantors, unconditionally and irrevocably, guarantees, as primary obligor and not as surety, otherwise pledge any assets to the Collateral Agent, Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and their respective successors, indorses, transferees and assigns, deliver to the prompt and complete payment and performance Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 3 hereto within thirty days (or such longer period as may be determined by the Grantors when due (whether at the stated maturity, by acceleration or otherwiseCollateral Agent in its sole discretion) of the Guaranteed Obligations date on which it became a Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party by operation of the provisions of Section 5.11(d) of the Credit Agreement, as the case may be, and (ii) a Perfection Certificate, in each case, within thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) of the date on which it became a Subsidiary, ceased to be an Excluded Collateral Subsidiary or was required to become a Loan Party by operation of the provisions of Section 5.1 l(d) of the Credit Agreement, as the case may be, and (b) otherwise in form the case of a Subsidiary organized outside of the United States, to execute and substance satisfactory deliver to the Administrative Collateral Agent such additional documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above, upon such Additional Guarantorexecution and delivery, such Additional Guarantor Subsidiary shall become an Additional Guarantor constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as an Additional a Guarantor and Pledgor herein, and each reference in this Agreement to an “Additional Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference herein to “this Agreement”, “hereunder”, “hereof” or words of like import referring to this Agreement, shall mean and be a reference to this Agreement as supplemented by such joinder agreement. The execution and delivery of such joinder agreement Joinder Agreement shall not require the consent of any other party Pledgor hereunder, and will be acknowledged by the Collateral Agent. The rights and obligations of each Grantor Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Additional Guarantor and Pledgor as a party to this Agreement.”, (10) to amend and restate Section 7.5 thereof as follows: “