TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(ii)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.17.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.
GRANTOR: CLEAN ENERGY,
a California corporation
By:
Name:
Title:
GUARANTOR:
TOTAL HOLDINGS USA INC.,
a Delaware corporation
By:
Name:
Title:
Exhibit A to Pledge and Security Agreement
SECURITY AGREEMENT JOINDER
SECURITY AGREEMENT JOINDER dated as of
, (this "Agreement") made by [Insert
Name of New Grantor], a [Insert State of Organization] [corporation, limited
partnership or limited liability company] (the "New Grantor") in favor of TOTAL
HOLDINGS USA INC., a Delaware corporation, as Guarantor (the "Guarantor").
RECITALS:
(1)
CLEAN ENERGY FUELS CORP., a Delaware corporation (the "Parent"); and the
Guarantor are parties to a Credit Support Agreement dated as of January 2, 2019
(as the same may from time to time be amended, restated or otherwise modified,
the "Credit Support Agreement").
(2)
CLEAN ENERGY, a California corporation (the "Grantor") is a Wholly-Owned
Subsidiary (as defined in the Credit Support Agreement)
(3)
In connection with the Credit Support Agreement, the Grantor and certain
of its subsidiaries (such subsidiaries, together with the Grantor, collectively,
the "Grantors" and individually, each a "Grantor") entered into a Pledge and
Security Agreement (as the same may from time to time be amended, restated or
otherwise modified, the "Security Agreement"), pursuant to which the Grantors
granted to the Guarantor a security interest in and pledge of substantially all
of their assets.
(3)The New Grantor is a Wholly-Owned Subsidiary (as defined in the Credit
Support Agreement) of the Parent and desires to become a party to the Security
Agreement pursuant to Section
9.14 of the Security Agreement and to become a "Grantor" thereunder.
(4)Capitalized terms used but not defined herein shall have the meanings given
to such terms in the Security Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Grantor
hereby agrees as follows:
Section 1.
Assumption and Joinder.
(a)
The New Grantor hereby expressly assumes, and hereby agrees to perform
and observe, each and every