to herein and shall secure all
Parent Secured Obligations, in each case, subject to the terms of this Joinder
Agreement.
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F. The Company hereby represents and warrants that each of the
representations and warranties contained in Article 3 of the Collateral
Agreement applicable to it and the Parent Collateral is true and correct in all
material respects with respect to it and the Parent Collateral on and as of the
date hereof as if made on and as of such date.
SECTION III. ACKNOWLEDGMENT AND CONSENT
Each Grantor (other than the Company) hereby acknowledges that it has
reviewed the terms and provisions of the Collateral Agreement and this Joinder
Agreement and consents to the amendments of the Collateral Agreement effected
pursuant to this Joinder Agreement. Each Grantor (other than the Company) hereby
confirms that each Collateral Document to which it is a party or otherwise bound
and all Collateral encumbered thereby will continue to secure, to the fullest
extent possible in accordance with the Collateral Documents, the payment and
performance of the Obligations.
Each Grantor (other than the Company) acknowledges and agrees that any of
the Collateral Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Joinder Agreement.
Each Grantor (other than the Company) acknowledges and agrees that (i) such
Grantor is not required by the terms of the Collateral Agreement or any other
Collateral Document to consent to the amendments to the Collateral Agreement
effected pursuant to this Joinder Agreement and (ii) nothing in the Collateral
Agreement, this Joinder Agreement or any other Collateral Document shall be
deemed to require the consent of such Grantor to any future amendments to the
Collateral Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
CIT GROUP INC.
By:
Name:
Title:
Grantors:
BAFFIN SHIPPING CO., INC.
C.I.T. LEASING CORPORATION
CAPITA COLOMBIA HOLDINGS CORP.
CAPITA CORPORATION
CAPITA INTERNATIONAL L.L.C.
CAPITA PREMIUM CORPORATION
CIT CAPITAL USA INC.
CIT CHINA 12, INC.
CIT CHINA 13, INC.
CIT CHINA 2, INC.
CIT CHINA 3, INC.
CIT COMMUNICATIONS FINANCE
CORPORATION
CIT CREDIT FINANCE CORP.
CIT CREDIT GROUP USA INC.
CIT FINANCIAL LTD. OF PUERTO RICO
CIT FINANCIAL USA, INC.
CIT GROUP (NJ) LLC
CIT GROUP SF HOLDING CO., INC.
CIT HEALTHCARE LLC
CIT LENDING SERVICES CORPORATION
CIT LENDING SERVICES CORPORATION
(ILLINOIS)
CIT LOAN CORPORATION (F/K/A THE CIT
GROUP/CONSUMER FINANCE, INC.)
CIT REALTY LLC
CIT TECHNOLOGIES CORPORATION
CIT TECHNOLOGY FINANCING SERVICES, INC.
EDUCATION LOAN SERVICING CORPORATION
GFSC AIRCRAFT ACQUISITION FINANCING
CORPORATION
HUDSON SHIPPING CO., INC.
OWNER-OPERATOR FINANCE COMPANY
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STUDENT LOAN XPRESS, INC.
THE CIT GROUP/BC SECURITIES INVESTMENT, INC.
THE CIT GROUP/BUSINESS CREDIT, INC.
THE CIT GROUP/CAPITAL FINANCE, INC.
THE CIT