Joinder Amendment definition
Examples of Joinder Amendment in a sentence
By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned.
By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned.
On the Aleris Increase Joinder Effective Date, the Designated Company shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A to the Aleris Increase Joinder Amendment.
The Escrow Agent hereby agrees and covenants with the Designated Company and each Aleris Incremental Term Lender that it shall perform all of its obligations as Escrow Agent under this Agreement and the Aleris Increase Joinder Amendment and shall not deliver custody or possession of any of the Escrowed Amounts to any Person except pursuant to (i) the express terms of this Section 2.21 or (ii) as otherwise expressly required by Requirements of Law.
The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Section 2.21 and in the Aleris Increase Joinder Amendment, which shall be deemed purely ministerial in nature, and no other duties shall be implied.
Each Loan Party and each Aleris Incremental Term Lender hereby irrevocably appoints the Escrow Agent as its escrow agent for the purposes set forth herein and in the Aleris Increase Joinder Amendment, and authorizes the Escrow Agent to take such actions on its behalf and to exercise such powers as are delegated to the Escrow Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned.
The obligation of the Escrow Agent to fund the Escrowed Amounts to the applicable Co-Borrower (or to the Person designated by such Co-Borrower to receive such Escrowed Amounts pursuant to Section 2.21) on the Aleris Incremental Funding Date shall be subject to, and to the satisfaction of, each of the conditions precedent set forth in Section 6 of the Aleris Increase Joinder Amendment and to compliance with the escrow terms set forth in Section 2.21.
The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or under the Aleris Increase Joinder Amendment or its duties hereunder or thereunder.
The Escrow Agent hereby accepts such appointment and agrees to act as escrow agent and to hold and disburse the Escrowed Amounts all in accordance with the terms and conditions set forth herein and in the Aleris Increase Joinder Amendment.