Common use of Joinder of Additional Guarantors Clause in Contracts

Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 hereto within thirty (30) days of the date on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and (ii) a Perfection Certificate, in each case, within sixty (60) days of the date on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

Appears in 1 contract

Sources: Credit Agreement (Mattress Firm Holding Corp.)

Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower Issuer which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit AgreementIndenture, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 3 hereto within thirty (30) days of the date on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and (ii) a Perfection Certificate, in each case, within sixty thirty (6030) days of the date on which it was acquired or created or such longer period (b) in the case of time as may be agreed by a Subsidiary organized outside of the United States required to pledge any assets to the Collateral Agent, to execute and deliver to the Collateral Agent such documentation as the Collateral Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

Appears in 1 contract

Sources: Security Agreement (AGY Holding Corp.)

Joinder of Additional Guarantors. The Pledgors shall cause each wholly-owned Subsidiary and Material Foreign Subsidiary (as defined in the Notes) of the Borrower Company which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for its benefit and for the benefit of the other Secured Parties pursuant to the provisions of the Credit AgreementNotes, to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of attached as Exhibit 2 A hereto promptly after (but in any event within thirty (30) 30 days of (or, in the case of a Material Foreign Subsidiary (as defined in the Notes), 45 days), or such later date as may be agreed to in writing by the Collateral Agent as directed by the Holder Majority) the date on which it was acquired or created or such longer period of time as may be agreed to in writing by the Collateral Agent and (ii) a Perfection Certificate, in each case, within sixty (60) days of the date on which it was acquired or created or such longer period of time as may be agreed directed by the Collateral Agent and Holder Majority, and, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder and under the other Notes Documents with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunderhereunder or any other Guarantor. The rights and obligations of each Pledgor hereunder and each other Guarantor under the other Notes Documents shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this AgreementAgreement and the Notes.

Appears in 1 contract

Sources: Security Agreement (Leafly Holdings, Inc. /DE)

Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower whichthat, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 hereto within thirty (30) 30 days of after the date on which it was acquired or acquired, created or such longer period of time as may be agreed by otherwise becomes required to pledge its assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the Credit Agreement and (ii) a Perfection Certificate, in each case, Certificate within sixty (60) 30 days of after the date on which it was acquired or acquired, created or such longer period of time as may be agreed by otherwise becomes required to pledge its assets to the Collateral Agent and for the benefit of the Secured Parties pursuant to the Credit Agreement and, in each case, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this AgreementAgreement or any other Loan Document.

Appears in 1 contract

Sources: Credit Agreement (KCG Holdings, Inc.)

Joinder of Additional Guarantors. The Pledgors shall cause each U.S. Subsidiary of the Canadian Borrower and any entity organized under the laws of the United States or any state thereof that becomes a Succeeding Holdco which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Administrative Agent for the benefit of the Secured Parties hereunder pursuant to the provisions of the Credit Agreement, to execute and deliver to the Collateral Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 3 annexed hereto within thirty (30) days of the date Business Days on which it was acquired or created (or such longer period ten (10) days in the case of time as may be agreed by the Collateral Agent a Succeeding Holdco) and (ii) a Perfection Certificate, in each case, within sixty thirty (6030) days Business Days of the date on which it was acquired or created (or such longer period ten (10) days in the case of time as may be agreed by the Collateral Agent and a Succeeding Holdco) and, upon such execution and delivery, such Subsidiary shall constitute a “U.S. Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a U.S. Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new U.S. Guarantor and Pledgor as a party to this Agreement.

Appears in 1 contract

Sources: u.s. Security Agreement (Bombardier Recreational Products Inc.)

Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Collateral Administrative Agent (i) a Joinder Agreement substantially in the form of attached as Exhibit 2 hereto and (ii) a Perfection Certificate with respect to such Subsidiary, in each case, promptly after (but in any event within thirty (3090 days of) days of the date on which (i) it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and (ii) it became a Perfection CertificateMaterial Subsidiary that is required to pledge any assets to the Administrative Agent for the benefit of the Security Parties pursuant to the provisions of the Credit Agreement, or, in each case, within sixty (60) days of the date on which it was acquired or created or such longer period of time as may be agreed to in writing by the Collateral Administrative Agent and in its sole discretion, and, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder and under the other Loan Documents with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunderhereunder or any other Loan Party. The rights and obligations of each Pledgor hereunder and each other Loan Party under the other Loan Documents shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement and the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (RR Donnelley & Sons Co)

Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which(other than the HMO Subsidiaries) that, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 3 annexed hereto within thirty (30) days of the date on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and (ii) a Perfection Certificate, in each case, within sixty thirty (6030) days of the date on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and upon such execution and delivery, such Subsidiary shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

Appears in 1 contract

Sources: Credit Agreement (HealthSpring, Inc.)

Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 3 annexed hereto within thirty (30) days of the date Business Days on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and (ii) a Perfection Certificate, in each case, within sixty thirty (6030) days Business Days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Collateral Agent, execute and deliver such longer period of time documentation as may be agreed by the Collateral Agent and shall reasonably request and, in each case, upon such execution and delivery, such Subsidiary shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

Appears in 1 contract

Sources: Security Agreement (Quest Resource Corp)

Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower Guarantor which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 hereto within thirty (30) 30 days of after the date on which it was acquired or created or (unless such longer period Subsidiary shall have been designated an Unrestricted Subsidiary in accordance with Section 6.14 of time as may be agreed by the Collateral Agent Credit Agreement) and (ii) a Perfection Certificate, in each case, within sixty (60) 30 days of after the date on which it was acquired or created or (unless such longer period Subsidiary shall have been designated an Unrestricted Subsidiary in accordance with Section 6.14 of time the Credit Agreement) and/or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Collateral Agent, to execute and deliver such documentation as may be agreed by the Collateral Agent and shall reasonably request and, in each case, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this AgreementAgreement or any other Loan Document.

Appears in 1 contract

Sources: Security Agreement (BioScrip, Inc.)

Joinder of Additional Guarantors. The Pledgors shall cause each U.S. Subsidiary of the Borrower U.S. Borrowers which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Administrative Agent for the benefit of the Secured Parties hereunder pursuant to the provisions of the Credit Agreement, to execute and deliver to the Collateral Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 3 annexed hereto within thirty (30) days of the date Business Days on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and (ii) a Perfection Certificate, in each case, within sixty thirty (6030) days Business Days of the date on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and and, upon such execution and delivery, such Subsidiary shall constitute a “U.S. Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a U.S. Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new U.S. Guarantor and Pledgor as a party to this Agreement.

Appears in 1 contract

Sources: Security Agreement (BRP (Luxembourg) 4 S.a.r.l.)

Joinder of Additional Guarantors. The Pledgors shall cause each new Subsidiary of the Borrower Issuer (other than a Foreign Subsidiary) which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Purchase Agreement, to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 3 annexed hereto within thirty (30) days Business Days of the date on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and (ii) a Perfection Certificate, in each case, within sixty thirty (6030) days Business Days of the date on which it was acquired or created or such longer period of time as may be agreed by the Collateral Agent and and, in each case, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

Appears in 1 contract

Sources: Security Agreement (Terremark Worldwide Inc)

Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower whichIssuer that, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Notes Secured Parties pursuant to the provisions of the Credit AgreementIndenture, to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of Exhibit 2 hereto within thirty (30) 30 days of after the date on which it was acquired or acquired, created or such longer period of time as may be agreed by otherwise becomes required to pledge its assets to the Collateral Agent for the benefit of the Notes Secured Parties pursuant to the Indenture and (ii) a Perfection Certificate, in each case, Certificate within sixty (60) 30 days of after the date on which it was acquired or acquired, created or such longer period of time as may be agreed by otherwise becomes required to pledge its assets to the Collateral Agent and for the benefit of the Notes Secured Parties pursuant to the Indenture and, in each case, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this AgreementAgreement or any other Indenture Document.

Appears in 1 contract

Sources: Security Agreement (KCG Holdings, Inc.)