Common use of New Borrowers Clause in Contracts

New Borrowers. (a) Each New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such New Borrower will become a party to the Credit Agreement as a “Borrower” and a “Loan Party” for all purposes of the Credit Agreement and the other Loan Documents and shall have all of the obligations of a Borrower and a Loan Party thereunder as if it had executed the Credit Agreement and the other Loan Documents. Each 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 and Loan Parties contained in the Credit Agreement and the other Loan Documents. Each of the New Borrowers is jointly and severally liable for the full payment and performance of the Obligations as a primary obligor. (b) Each New Borrower hereby represents and confirms that the representations and warranties set forth in the Credit Agreement which are applicable to the Borrowers are true and correct in all material respects (or, if qualified by materiality or by reference to a Material Adverse Effect, in all respects) with respect to such New Borrower on and as of the date hereof (and (i) after giving effect hereto or (ii) in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date), as if set forth herein in their entirety. (c) Each New Borrower hereby irrevocably appoints Borrower Representative as the borrowing agent and attorney-in-fact for all of the New Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each New Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative and Section 12.25 of the Credit Agreement is hereby incorporated herein mutatis mutandis.

New Borrowers. (a) Each New Borrower hereby acknowledges, agrees It is acknowledged and confirms agreed by all parties hereto that, by its execution as of this Amendmentthe Restatement Effective Date, such New Borrower will become a party to each of the Credit Agreement as Company, ▇▇▇▇▇ Packaging, Greif UK, Greif International Holding and Greif Luxembourg Holding is a “Borrower” hereunder and a “Loan Party” may receive Loans for all purposes of its account on the Credit Agreement and the other Loan Documents and shall have all of the obligations of a Borrower and a Loan Party thereunder as if it had executed the Credit Agreement and the other Loan Documents. Each New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions terms and conditions applicable to the Borrowers and Loan Parties contained set forth in the Credit Agreement and the other Loan Documents. Each of the New Borrowers is jointly and severally liable for the full payment and performance of the Obligations as a primary obligorthis Agreement. (b) Each New Borrower hereby represents and confirms that The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the representations and warranties set forth in the Credit Agreement which are applicable Company to the Borrowers are true and correct Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in all material respects (orits sole discretion), if qualified by materiality or by reference to a Material Adverse Effect, in all respects) with respect to such New Borrower on and as designate any additional Wholly-Owned Subsidiary of the date hereof Company (and an “Applicant Borrower”) as a Borrower (i) after giving effect hereto or (ii) which, in the case of a Wholly-Owned Foreign Subsidiary, shall also be referred to in the Loan Documents as a “Designated Borrower”) to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit F (a “New Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (w) documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent requested at least three (3) Business Days prior to the date that such representation Wholly-Owned Subsidiary is to become a Borrower hereunder, (x) to the extent that such Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower, to the extent requested at least five (5) Business Days prior to the date that such Wholly-Owned Subsidiary is to become a Borrower hereunder, (y) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or warranty expressly stated information, in form, content and scope reasonably satisfactory to have been made the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion, and (z) Notes signed by such new Borrowers to the extent any Lenders so require (the foregoing clauses (w), (x), (y) and (z), collectively, the “Applicant Borrower Documents”). If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all Applicant Borrower Documents, the Administrative Agent shall send a notice in substantially the form of Exhibit G (a “New Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Borrower until the date five (5) Business Days after such effective date. Notwithstanding the foregoing, no Wholly-Owned Subsidiary of the Company that becomes a Borrower after the Restatement Effective Date that is organized under the laws of a specific datejurisdiction other than the United States, any state thereof, the District of Columbia, The Netherlands, Luxembourg or the United Kingdom may borrow or maintain Loans if any Lender has notified the Administrative Agent (which notice has not been withdrawn) that such Lender has determined in good faith that such Lender cannot make or maintain Loans to such Borrower without (x) adverse tax or legal consequences (unless such consequences only involve the payment of money, in which case such Borrower may borrow and maintain Loans if it agrees to pay such Lender such amounts as such Lender determines in good faith are necessary to compensate such Lender for such consequences) or (y) violating (or raising a substantial question as to whether such Lender would violate) (A) any applicable law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) or (B) any internal policy of such specific date), as if set forth herein in their entiretyLender. (c) The Obligations of the Company and each Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers shall be several in nature. (d) Each New Borrower Subsidiary of the Company that is or becomes a “Borrower” (including a “Designated Borrower”) pursuant to this Section hereby irrevocably appoints Borrower Representative the Company as the borrowing its agent and attorney-in-fact for all purposes relevant to this Agreement and each of the New other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such other Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, which appointment or by each Borrower acting singly, shall remain be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in full force and effect unless and until accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower. (e) The Company may from time to time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative Agent shall have received prior written notice signed (or such shorter period as may be agreed by each New the Administrative Agent in its sole discretion), terminate a Borrower’s status as such (other than the Company, as a Borrower); provided that there are no outstanding Loans made to such Borrower that payable by such appointment has been revoked and that another Borrower, or other amounts payable by such Borrower has been appointed Borrower Representative and Section 12.25 on account of any Loans made to it, as of the Credit Agreement is hereby incorporated herein mutatis mutandiseffective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of any Subsidiary’s status as a “Borrower”.

New Borrowers. In the event that any Borrower shall at any time or from time to time acquire or form any entity in compliance with the provisions of Section 7.06, the Borrower Agent shall promptly cause each such entity (ahereinafter sometimes called a "New Borrower") Each New to (i) become a Borrower hereby acknowledgesunder this Agreement (or if requested by the Bank in lieu of becoming a Borrower hereunder, agrees to guarantee all of the Obligations of the Borrowers hereunder pursuant to a Guarantee in form and confirms thatsubstance acceptable to the Bank); and, by its execution of this Amendmentto execute the Security Documents, and cause each such New Borrower will (or guarantor) to grant a security interest in and to all of its assets and properties, including its accounts, inventory and all other assets, to the Bank pursuant to security agreement in form and substance similar to a Security Agreement. The Receivables of any such New Borrower that has become a party to Borrower hereunder and which has satisfied the Credit Agreement as foregoing provisions of this Section 6.12 shall be considered "Eligible Receivables" if such Receivables otherwise comply with the definition of "Eligible Receivables" contained herein and if the following additional conditions are satisfied: (i) receipt by the Bank of a “Borrower” and a “Loan Party” for all purposes field examination (conducted at the expense of the Credit Agreement and the other Loan Documents and shall have all of the obligations of a Borrower and a Loan Party thereunder as if it had executed the Credit Agreement and the other Loan Documents. Each 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 and Loan Parties contained in the Credit Agreement and the other Loan Documents. Each of the New Borrowers is jointly and severally liable for the full payment and performance of the Obligations as a primary obligor. (b) Each New Borrower hereby represents and confirms that the representations and warranties set forth in the Credit Agreement which are applicable to the Borrowers are true and correct in all material respects (or, if qualified by materiality or by reference to a Material Adverse Effect, in all respectsBorrowers) with respect to such New Borrower on and as of which is satisfactory to the date hereof (and (i) after giving effect hereto or Bank, (ii) a review of the assets and liabilities of such New Borrower is satisfactory to the Bank, (iii) no Default or Event of Default exists under any Loan Document, (vi) the Bank shall have a first priority, perfected Lien on all of the personal property of such New Borrower; and the Bank shall have received an opinion letter from counsel to the Borrowers to such effect in form and substance acceptable to the Bank in its sole discretion, (vii) the establishment by the Bank, in its sole discretion, of appropriate borrowing base percentages for such New Borrower, (viii) if requested by the Bank, delivery to the Bank of a executed landlord's waiver in form and substance satisfactory to the Bank, (ix) the Bank is in receipt of copies of the organizational documents with respect to such New Borrower and such evidence of corporate authority and other documentation as the Bank shall require, and (x) the agreement by the Borrowers to pay such fees as the Bank may reasonably request in connection with including any such Receivables as "Eligible Receivables" hereunder. The Bank shall be authorized to add each New Borrower to Schedule 1.01 annexed hereto. In the case of any such representation or warranty expressly stated to have been made as Permitted Acquisition that does not result in the creation of a specific dateSubsidiary of a Borrower, the Borrowers shall promptly deliver to the Bank such documents as the Bank may reasonably request perfecting the Lien of the Bank in and to the assets so acquired (in the manner and with the priority of the assets subject to the Lien of the Bank created pursuant to the Security Documents); and none of such specific date), as if set forth herein in their entirety. (c) Each New Borrower hereby irrevocably appoints Borrower Representative as the borrowing agent assets shall constitute "Eligible Receivables" and attorney-in-fact for "Eligible Inventory" unless all of the New Borrowers, which appointment shall remain in full force conditions and effect unless and until the Administrative Agent shall have received prior written notice signed by each New Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative and Section 12.25 provisions of the Credit Agreement is hereby incorporated herein mutatis mutandispreceding sentence are satisfied with respect to such assets (as if they were owned by a Subsidiary).

New Borrowers. a. It is acknowledged and agreed by all parties hereto that, as of the Restatement Effective Date, each of the Company, ▇▇▇▇▇ Packaging, Greif UK, Greif International Holding and Greif Luxembourg Holding is a “Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement. b. The Company may at any time, upon not less than fifteen (a15) Each Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any additional Wholly-Owned Subsidiary of the Company (an “Applicant Borrower”) as a Borrower (which, in the case of a Wholly-Owned Foreign Subsidiary, shall also be referred to in the Loan Documents as a “Designated Borrower”) to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit F (a “New Borrower hereby acknowledgesRequest and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent and the Lenders shall have received (w) documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent requested at least three (3) Business Days prior to the date that such Wholly-Owned Subsidiary is to become a Borrower hereunder, (x) to the extent that such Applicant Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Applicant Borrower, to the extent requested at least five (5) Business Days prior to the date that such Wholly-Owned Subsidiary is to become a Borrower hereunder, (y) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent or the Required Lenders in their reasonable discretion, and (z) Notes signed by such new Borrowers to the extent any Lenders so require (the foregoing clauses (w), (x), (y) and (z), collectively, the “Applicant Borrower Documents”). If the Administrative Agent and the Required Lenders agree that an Applicant Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all Applicant Borrower Documents, the Administrative Agent shall send a notice in substantially the form of Exhibit G (a “New Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Borrower to receive Loans hereunder, on the terms and confirms thatconditions set forth herein, by its execution and each of the parties agrees that such Borrower otherwise shall be a Borrower for all purposes of this AmendmentAgreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Borrower until the date five (5) Business Days after such effective date. Notwithstanding the foregoing, no Wholly-Owned Subsidiary of the Company that becomes a Borrower after the Restatement Effective Date that is organized under the laws of a jurisdiction other than the United States, any state thereof, the District of Columbia, The Netherlands, Luxembourg or the United Kingdom may borrow or maintain Loans if any Lender has notified the Administrative Agent (which notice has not been withdrawn) that such New Lender has determined in good faith that such Lender cannot make or maintain Loans to such Borrower will become without (x) adverse tax or legal consequences (unless such consequences only involve the payment of money, in which case such Borrower may borrow and maintain Loans if it agrees to pay such Lender such amounts as such Lender determines in good faith are necessary to compensate such Lender for such consequences) or (y) violating (or raising a party substantial question as to whether such Lender would violate) (A) any applicable law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) or (B) any internal policy of such Lender. c. The Obligations of the Company and each Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of all Designated Borrowers shall be several in nature. d. Each Subsidiary of the Company that is or becomes a “Borrower” (including a “Designated Borrower”) pursuant to this Section hereby irrevocably appoints the Company as its agent for all purposes relevant to this 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 herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such other Borrower hereunder. 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 any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Credit Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower. e. The Company may from time to time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Borrower’s status as such (other than the Company, as a Borrower); provided that there are no outstanding Loans made to such Borrower payable by such Borrower, or other amounts payable by such Borrower on account of any Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of any Subsidiary’s status as a “Borrower” and a “Loan Party” for all purposes of the Credit Agreement and the other Loan Documents and shall have all of the obligations of a Borrower and a Loan Party thereunder as if it had executed the Credit Agreement and the other Loan Documents. Each 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 and Loan Parties contained in the Credit Agreement and the other Loan Documents. Each of the New Borrowers is jointly and severally liable for the full payment and performance of the Obligations as a primary obligor”. (b) Each New Borrower hereby represents and confirms that the representations and warranties set forth in the Credit Agreement which are applicable to the Borrowers are true and correct in all material respects (or, if qualified by materiality or by reference to a Material Adverse Effect, in all respects) with respect to such New Borrower on and as of the date hereof (and (i) after giving effect hereto or (ii) in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date), as if set forth herein in their entirety. (c) Each New Borrower hereby irrevocably appoints Borrower Representative as the borrowing agent and attorney-in-fact for all of the New Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice signed by each New Borrower that such appointment has been revoked and that another Borrower has been appointed Borrower Representative and Section 12.25 of the Credit Agreement is hereby incorporated herein mutatis mutandis.

New Borrowers. (a) Each New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such New Borrower will become a party With respect to the Credit Agreement as a “Borrower” and a “Loan Party” for all purposes of the Credit Agreement and the other Loan Documents and shall have all of the obligations of a Borrower and a Loan Party thereunder as if it had executed the Credit Agreement and the other Loan Documents. Each 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 and Loan Parties contained in the Credit Agreement and the other Loan Documents. Each addition of the New Borrowers is jointly and severally liable for as Borrowers, the full payment and performance Bank shall have received: (a) A certificate, dated the Amendment No. 1 Effective Date, of the Obligations as chief financial officer or other analogous counterpart of each New Borrower: (i) attaching a primary obligortrue and complete copy of the resolutions of its Managing Person and of all documents evidencing all necessary limited liability company action (in form and substance satisfactory to the Bank) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its certificate of formation and operating agreement, (iii) attaching a certificate of good standing of the secretary of state of its organization or formation, issued not more than 30 days prior to the Amendment No. 4 Effective Date, and (iv) setting forth the incumbency of its officer or officers (or the equivalent) who may sign the Loan Documents to which it is a party, including therein a signature specimen of such officer or officers (or equivalent)1. (b) Each New Borrower hereby represents and confirms The Bank shall have received certificates of insurance or other evidence reasonably satisfactory to the Bank that the representations and warranties set forth in the Credit Agreement which are applicable to the Borrowers are true and correct in all material respects (or, if qualified insurance required by materiality or by reference to a Material Adverse Effect, in all respectsSection 5.2(f)(i) with respect to such the New Borrower on Borrowers has been obtained and as of the date hereof (and (i) after giving effect hereto or (ii) is in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date), as if set forth herein in their entiretyeffect. (c) Each New Borrower hereby irrevocably appoints Borrower Representative as the borrowing agent and attorney-in-fact for all of the New Borrowers, which appointment shall remain in full force and effect unless and until the Administrative Agent The Bank shall have received prior written notice signed Uniform Commercial Code financing statements (or amendments), required by law or reasonably requested by the Bank to be filed, registered or recorded to create or perfect the Liens intended to be created under the Pledge Agreement – Subsidiary Borrowers, as amended by this Amendment. 1 Revise as necessary for UK Borrowers (d) The Bank shall have received Uniform Commercial Code, tax and judgment lien search reports with respect to each applicable public office where Liens are or may be filed disclosing that there are no outstanding Liens of record as of the Amendment No. 4 Effective Date in such official's office covering any New Borrower that as debtor thereunder or any Collateral attributable to such appointment has been revoked and that another New Borrower has been appointed Borrower Representative and (in any case, other than Liens permitted to exist pursuant to Section 12.25 6.1 of the Credit Agreement is hereby incorporated herein mutatis mutandisAgreement).