Common use of Pursuant to Section 5 Clause in Contracts

Pursuant to Section 5. 10 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; (c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement; and (e) the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants to Secured Party (as such term is defined in the Pledge and Security Agreement) a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

Pursuant to Section 5. 10 of the Credit Agreement and Section 5.3 of the Pledge and Security Agreement, the undersigned hereby: (a) (“New Credit Party”) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned New Credit Party becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) each Credit Party (including New Credit Party) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned it is true and correct in all material respects both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is was true and correct in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; (c) each Credit Party (including New Credit Party) certifies that no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute a Default or an Event of Default or a Default; (d) New Credit Party agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and all in accordance with Section 7 of the Credit Agreement; and; (e) the undersigned New Credit Party hereby (i) agrees that this counterpart Counterpart Agreement may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned it will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original Counterpart Agreement signatory thereto, (iii) grants to Collateral Agent, for the benefit of each Secured Party (as such term is defined in the Pledge and Security Agreement) a security interest in all of the undersigned’s its right, title and interest in and to all of its “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned), in each case whether now or hereafter existing or in which the undersigned it now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement; (f) New Credit Party shall be and hereby agrees to be bound by [list applicable Credit Documents] by virtue of this Agreement as if a signatory to such Credit Document on the Closing Date (or any other date of execution), and New Credit Party shall comply with, and be subject to, all of the terms, conditions, covenants, agreements and obligations set forth in each such Credit Document, except to the extent that such terms, conditions, covenants, agreements and obligations relate solely to a date or period prior to the date hereof; (g) New Credit Party acknowledges that it has received a copy of each Credit Document to which it is a party by virtue of this Agreement and that it has read and understands the terms thereof; and (h) New Credit Party hereby agrees to provide all information and execute all documents, and hereby authorizes the filing of all financing statements, deemed reasonably necessary by Collateral Agent in connection with Collateral Agent’s perfection of the Lien created against the assets of New Credit Party, in each case, pursuant to the terms of the Credit Documents. In addition, on or before the date hereof, New Credit Party agrees to complete a Collateral Questionnaire and deliver the same to Collateral Agent.

Pursuant to Section 5. 10 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and that are applicable to the undersigned as Guarantor is true and correct both before and after giving effect to this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; (c) represents and warrants that no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including including, without limitation, amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and or any equivalent provision in any applicable jurisdiction) in accordance with Section 7 of the Credit Agreement; and (e) the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security AgreementAgreement and the Collateral Documents, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement applicable Collateral Document as if it were an original signatory thereto, (iii) grants to Secured Party Parties (as such term is defined in the Pledge and Security Agreement) a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security Agreementapplicable Collateral Document) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreementapplicable Collateral Document. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreementapplicable Collateral Document.

Pursuant to Section 5. 10 09 of the Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in Article III of the Credit Agreement and in each other Credit Loan Document and applicable to the undersigned is true and correct both before in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it is true and correct in all respects) immediately after giving effect to this Counterpart AgreementAgreement with the same effect as though made on and as of the date hereof, except to the extent that any such representation representations and warranty relates solely warranties expressly relate to any an earlier date, in which case such representations and warranties were true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or similar qualifier, in which case, it was true and correct in all respects) as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; (c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 and subject to Article VII of the Credit Agreement; and (ed) the undersigned hereby (i) agrees that this counterpart Counterpart Agreement may be attached to the Pledge and Security AgreementAgreement and each other applicable Security Document, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement and each other applicable Security Document as if it were an original signatory thereto, (iii) grants to Secured Party (as such term is defined in the Pledge and Security Agreement) Collateral Agent a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security AgreementAgreement and each other applicable Security Document) of the undersignedundersigned granted or purported to be granted under the Pledge and Security Agreement and the other applicable Security Documents, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

Pursuant to Section 5. 10 11 of the Credit Agreement, the undersigned undersigned, [insert legal name of new Guarantor/Grantor], hereby: (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Loan Document and that are applicable to the undersigned is true and correct both before and after giving effect to as of the date of this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; (c) represents and warrants that no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default; (d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section Article 7 of the Credit Agreement; and (e) the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned becomes a Grantor under the Pledge and Security Agreement and will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants to Collateral Agent for its benefit and the benefit of the Secured Party (as such term is defined in the Pledge and Security Agreement) a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent Lender supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

Pursuant to Section 5. 10 of the ABL Credit Agreement, the undersigned hereby: (a) agrees that this Counterpart Agreement may be attached to the ABL Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the ABL Credit Agreement and a Grantor under the [Canadian] Pledge and Security Agreement and agrees to be bound by all of the terms thereof; (b) represents and warrants that each of the representations and warranties set forth in the ABL Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct both before and after giving effect as they relate to this Counterpart Agreementthe undersigned in all material respects, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date; provided that, in each case, such materiality qualifier shall not apply to any representations and warranties to the extent already qualified or modified by materiality or similar concept in the text thereof; (c) confirms that no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default; ; and [(d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement; and (e) the undersigned hereby (i) agrees that this counterpart Counterpart Agreement may be attached to the [Canadian] Pledge and Security Agreement, (ii) agrees that the undersigned it will comply with all the terms and conditions of the [Canadian] Pledge and Security Agreement as if it were an original signatory theretoAgreement, (iii) grants to the Collateral Agent for the benefit of the Secured Party Parties (as such term is defined in the [Canadian] Pledge and Security Agreement) a security interest in all of the undersigned’s its right, title and interest in and to all “Collateral” (as such term is defined in the [Canadian] Pledge and Security Agreement) of the undersignedit, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to the Collateral Agent supplements to all schedules attached to the [Canadian] Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the [Canadian] Pledge and Security Agreement.Agreement.]17