Joinder of New Borrower. (a) The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a party to the Amended Credit Agreement and a “Borrower” for all purposes of the Amended Credit Agreement, and shall have all of the obligations of a Borrower thereunder as if it had executed the Amended Credit Agreement. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Borrowers contained in the Amended Credit Agreement. Without limiting the generality of the foregoing, the parties hereto hereby confirm that with effect from the Fourth Amendment Effective Date, the New Borrower shall have obligations, duties and liabilities toward each of the other parties to the Amended Credit Agreement identical to those which the New Borrower would have had if the New Borrower had been an original party to the Amended Credit Agreement as a Borrower. The New Borrower hereby confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Amended Credit Agreement. (b) The Borrowers hereby request that the New Borrower become a Borrower under the Amended Credit Agreement and that the New Borrower be entitled to receive Revolving Loans under the Amended Credit Agreement. Effective as of the Fourth Amendment Effective Date, the Administrative Agent and each of the Revolving Lenders agrees to permit the New Borrower to receive Revolving Loans for its account, on the terms and conditions set forth in the Amended Credit Agreement; provided that no Loan Notices or Letter of Credit Application may be submitted by or on behalf of the New Borrower until the date that is five (5) Business Days after the Fourth Amendment Effective Date. (c) The New Borrower hereby irrevocably appoints the Company as its agent for all purposes relevant to the Amended Credit Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated thereunder and all modifications thereto, and (iii) the receipt of the proceeds of any Revolving Loans made by the Revolving Lenders, to the New Borrower thereunder. The New Borrower hereby acknowledges and agrees that any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not the New Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of the Loan Documents shall be deemed to have been delivered to the New Borrower. (d) The Obligations of the Borrowers that are Foreign Subsidiaries (including the New Borrower) shall be several in nature.
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Joinder of New Borrower. The Borrower signatory below (a“New Borrower”) The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this AmendmentAmendment No. 1, the such New Borrower will be deemed to be shall become a party to the Amended Existing Credit Agreement (as amended by Amendment No. 1) (as so amended, the “Credit Agreement”) and the Environmental Indemnity as a “Borrower” for all purposes as of the Amended Credit Agreement, date hereof and shall have all of the rights and obligations of a Borrower “Borrower” thereunder as if it such Borrower had executed the Amended Credit AgreementAgreement on the Restatement Date. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound as a “Borrower” by, all of the terms, provisions and conditions applicable to the Borrowers contained in the Amended Credit Agreement and the Environmental Indemnity. New Borrower hereby makes each of the representations and warranties and agrees to each of the covenants applicable to a Borrower contained in the Credit Agreement. From and after the date hereof, all references in the Loan Documents to the “Borrowers” shall for all purposes be deemed to include the undersigned New Borrower. Without limiting the generality of the foregoingforgoing, the parties hereto hereby confirm that with effect from the Fourth Amendment Effective Date, the New Borrower shall have obligations, duties and liabilities toward each of the other parties to the Amended Credit Agreement identical to those which the New Borrower would have had if the New Borrower had been an original party to the Amended Credit Agreement as a Borrower. The New Borrower hereby confirms its acceptance of, appoints and consents to, all representations and warranties, covenants, and other terms and provisions of authorizes the Amended Credit Agreement.
(b) The Borrowers hereby request that the New Borrower become a Borrower under the Amended Credit Agreement and that the New Borrower be entitled Representative to receive Revolving Loans under the Amended Credit Agreement. Effective as of the Fourth Amendment Effective Date, the Administrative Agent and each of the Revolving Lenders agrees to permit the New Borrower to receive Revolving Loans for its account, on the terms and conditions set forth in the Amended Credit Agreement; provided that no Loan Notices or Letter of Credit Application may be submitted by or on behalf of the New Borrower until the date that is five (5) Business Days after the Fourth Amendment Effective Date.
(c) The New Borrower hereby irrevocably appoints the Company act as its agent for all purposes relevant to representative in accordance with the Amended Credit Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated thereunder and all modifications thereto, and (iii) the receipt of the proceeds of any Revolving Loans made by the Revolving Lenders, to the New Borrower thereunder. The New Borrower hereby acknowledges and agrees that any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not the New Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of the Loan Documents shall be deemed to have been delivered to the New Borrower.
(d) The Obligations of the Borrowers that are Foreign Subsidiaries (including the New Borrower) shall be several in nature.By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President
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Joinder of New Borrower. (a) The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a party to the Amended Credit Agreement and a “Borrower” UK Borrower for all purposes of the Amended Credit Agreement, Agreement and shall have all of the obligations of a UK Borrower thereunder as if it had executed the Amended Credit AgreementAgreement on the Effective Date in such capacity. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including, without limitation, all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, all of the covenants set forth in Article V and Article VI of the Credit Agreement and all of the guaranty obligations set forth in Article X of the Credit Agreement, in each case, as applicable to the Borrowers contained in the Amended Credit AgreementNew Borrower. Without limiting the generality of the foregoingforegoing terms of this Section 3, the parties hereto New Borrower, subject to the limitations set forth in Sections 10.10 and 10.13 of the Credit Agreement, hereby confirm guarantees, jointly and severally with the other UK Borrowers, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the UK Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that with effect from if any of the Fourth Amendment Effective DateUK Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Borrower shall have obligationswill, duties jointly and liabilities toward each severally together with the other UK Borrowers, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the other parties to UK Guaranteed Obligations, the Amended Credit Agreement identical to those which the New Borrower would have had if the New Borrower had been an original party to the Amended Credit Agreement same will be promptly paid in full when due (whether at extended maturity, as a Borrower. The New Borrower hereby confirms its acceptance ofmandatory prepayment, and consents to, all representations and warranties, covenants, and other terms and provisions of the Amended Credit Agreement.
(bby acceleration or otherwise) The Borrowers hereby request that the New Borrower become a Borrower under the Amended Credit Agreement and that the New Borrower be entitled to receive Revolving Loans under the Amended Credit Agreement. Effective as of the Fourth Amendment Effective Date, the Administrative Agent and each of the Revolving Lenders agrees to permit the New Borrower to receive Revolving Loans for its account, on the terms and conditions set forth in the Amended Credit Agreement; provided that no Loan Notices or Letter of Credit Application may be submitted by or on behalf of the New Borrower until the date that is five (5) Business Days after the Fourth Amendment Effective Date.
(c) The New Borrower hereby irrevocably appoints the Company as its agent for all purposes relevant to the Amended Credit Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated thereunder and all modifications thereto, and (iii) the receipt of the proceeds of any Revolving Loans made by the Revolving Lenders, to the New Borrower thereunder. The New Borrower hereby acknowledges and agrees that any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not the New Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of such extension or renewal. The New Borrower hereby waives acceptance by the Loan Documents shall be deemed to have been delivered to Administrative Agent and the Lenders of the guaranty by the New Borrower upon the execution of this Amendment by the New Borrower.
(d) The Obligations of the Borrowers that are Foreign Subsidiaries (including the New Borrower) shall be several in nature.
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Joinder of New Borrower. (a) The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a party to the Amended Credit Agreement and a “Borrower” for all purposes of the Amended Credit Agreement, Loan Agreement and the Fee Letter and shall have all of the obligations of a Borrower thereunder as if it had executed the Amended Credit AgreementLoan Agreement and the Fee Letter. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Borrowers contained in the Amended Credit Loan Agreement, including without limitation (i) all of the representations and warranties of Borrowers set forth in Section 8 of the Loan Agreement, (ii) all of the covenants set forth in Sections 7 and 9 of the Loan Agreement and (iii) all of the multiple borrower provisions of Section 14 of the Loan Agreement. Without limiting the generality of the foregoingforegoing terms of this clause (a), New Borrower, hereby agrees, jointly and severally with the parties hereto hereby confirm other Borrowers, that with effect from it is responsible for the Fourth Amendment Effective Date, the New Borrower shall have obligations, duties prompt payment and liabilities toward each performance of the other parties to the Amended Credit Agreement identical to those which the New Borrower would have had if the New Borrower had been an original party to the Amended Credit Agreement Obligations in full when due (whether at stated maturity, as a Borrower. The New Borrower hereby confirms its acceptance ofmandatory prepayment, and consents to, all representations and warranties, covenants, and other by acceleration or otherwise) strictly in accordance with the terms and provisions of the Amended Credit Agreementthereof.
(b) The Borrowers hereby request that the To secure payment and performance of all Obligations, New Borrower become hereby grants to Agent a Borrower under the Amended Credit Agreement continuing security interest in, a lien upon, and that the New Borrower be entitled a right of set off against, and hereby assigns to receive Revolving Loans under the Amended Credit Agreement. Effective Agent as of the Fourth Amendment Effective Datesecurity, the Administrative Agent all Collateral owned by it, whether now owned or hereafter acquired or existing, and each of the Revolving Lenders agrees to permit the New Borrower to receive Revolving Loans for its account, on the terms and conditions set forth in the Amended Credit Agreement; provided that no Loan Notices or Letter of Credit Application may be submitted by or on behalf of the New Borrower until the date that is five (5) Business Days after the Fourth Amendment Effective Datewherever located.
(c) The New Borrower hereby irrevocably appoints To supplement the Company as its agent for all purposes relevant to amendments set forth in Section 1 of this Amendment, the Amended Credit Agreement and each definition of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated thereunder and all modifications thereto, and (iii) the receipt of the proceeds of any Revolving Loans made by the Revolving Lenders, to the New Borrower thereunder. The New Borrower hereby acknowledges and agrees that any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not the New Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company “Information Certificates” in accordance with the terms Section 1.68 of the Loan Documents Agreement shall be deemed to have been delivered include the Information Certificate of New Borrower attached hereto as Exhibit A in addition to the New BorrowerInformation Certificates of the other Borrowers.
(d) The Obligations Schedule 8.4 and Schedule 9.9 to the Loan Agreement are hereby amended and replaced with Schedule 8.4 and Schedule 9.9 attached hereto.
(e) New Borrower hereby represents and warrants to Agent and the Lenders the truth and accuracy as of the date hereof as though made on and as of the date hereof of all representations and warranties applicable to Borrowers that are Foreign Subsidiaries in the Loan Agreement (including after giving effect to the inclusions of New Borrower, its Information Certificate and the information set forth on the schedule attached hereto as set forth in clauses (a), (c) shall be several in natureand (d) above) other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof.
(f) The address of New Borrower for purposes of Section 13.2 of the Loan Agreement is as follows: 0000 Xxxx Xxxxxxxx Xxxxxx Xx Xxxxxxx, XX 00000
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Joinder of New Borrower. (a) Each of the New Borrower, the Existing Borrowers and the other Loan Parties hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:
a. The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will (i) be deemed to be a party to the Amended Credit Agreement and a “Borrower” for all purposes of under the Amended Credit Agreement, Agreement and the other Loan Documents and shall have all of the obligations of a Borrower thereunder as if it had executed the Amended Credit AgreementAgreement and the other Loan Documents as a Borrower and (ii) no longer be deemed to be a “Guarantor” under the Credit Agreement and the other Loan Documents and shall no longer have the obligations of a Guarantor thereunder. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all representations and warranties, covenants and other terms, conditions and provisions of the termsCredit Agreement and the other applicable Loan Documents as a Borrower and a Loan Party, provisions and conditions applicable to the Borrowers contained in the Amended Credit Agreementas applicable. Without limiting the generality of the foregoing, the parties hereto hereby confirm that with effect from the Fourth Amendment Effective Dateforegoing terms of this Section 3(a), the New Borrower shall have obligationshereby agrees that it is jointly and severally liable, duties and liabilities toward each together with the other Borrowers, for the prompt payment of the other parties to the Amended Credit Agreement identical to those which the New Borrower would have had if the New Borrower had been an original party to the Amended Credit Agreement as a Borrower. The New Borrower hereby confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Amended Credit Agreement.
(b) The Borrowers hereby request that the New Borrower become a Borrower under the Amended Credit Agreement and that the New Borrower be entitled to receive Revolving Loans under the Amended Credit Agreement. Effective as of the Fourth Amendment Effective Date, the Administrative Agent and each of the Revolving Lenders agrees to permit the New Borrower to receive Revolving Loans for its account, on the terms and conditions set forth in the Amended Credit Agreement; provided that no Loan Notices or Letter of Credit Application may be submitted by or on behalf of the New Borrower until the date that is five (5) Business Days after the Fourth Amendment Effective Date.
(c) The New Borrower hereby irrevocably appoints the Company as its agent for all purposes relevant to the Amended Credit Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated thereunder and all modifications thereto, and (iii) the receipt of the proceeds of any Revolving Loans made by the Revolving Lenders, to the New Borrower thereunder. The New Borrower hereby acknowledges and agrees that any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not the New Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company Obligations in accordance with the terms of the Credit Agreement and the other Loan Documents.
b. Each of New Borrower, the Existing Borrowers and the other Loan Parties hereby agree that all of the representations and warranties contained in Article V of the Credit Agreement and each other Loan Document (including, without limitation, this Amendment) or which are contained in any document furnished at any time under or in connection therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct on and as of the date hereof except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date.
c. New Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Loan Document and the schedules and exhibits thereto.
d. The Existing Borrowers each hereby confirm that the Credit Agreement is, and upon the New Borrower becoming a Borrower, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon New Borrower becoming a Borrower, the term “Obligations,” as used in the Credit Agreement, shall include all obligations of New Borrower as a Borrower under the Credit Agreement and under each other Loan Document.
e. Each of the New Borrower and the other Loan Parties agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may reasonably request in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents shall be deemed in order to have been delivered to effect the New Borrowerpurposes of this Amendment.
(d) The Obligations of the Borrowers that are Foreign Subsidiaries (including the New Borrower) shall be several in nature.
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