performance in full when due, whether
by acceleration, mandatory prepayment or otherwise, of the Secured Obligations.
3. The New Guarantor hereby represents and warrants to the Administrative Agent
that (a) its exact legal name is shown on the signature page hereto and (b) set
forth on Schedule 2 is (i) the U.S. tax payer identification number of the New
Guarantor as of the date hereof and (ii) the jurisdiction of organization for
such New Guarantor.
4. The address of the New Guarantor for purposes of all notices and other
communications is the same as the Borrower and Guarantors as set forth on
Schedule 11.02 of the Credit Agreement.
5. This Agreement may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute one contract. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy or other electronic transmission (e.g.,
.pdf) shall be effective as delivery of a manually executed counterpart of this
Agreement.
6. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the New Guarantor and the Pledgor have caused this Joinder
Agreement to be duly executed by its authorized officers, and the Administrative
Agent, for the benefit of the Lenders, has caused the same to be accepted by its
authorized officer, as of the day and year first above written.
[NEW GUARANTOR]
By:
Name:
Title:
[PLEDGOR]
By:
Name:
Title:
Acknowledged and accepted:
KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
By:
Name:
Title:
115
SCHEDULE 1
EQUITY INTERESTS
116
SCHEDULE 2
TAXPAYER IDENTIFICATION NUMBER; JURISDICTION OF ORGANIZATION
117
EXHIBIT H
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the
Effective Date set forth below and is entered into by and between [the][each]1
Assignor identified in item
1 below ([the][each, an] "Assignor") and [the][each] Assignee identified in item
2 below ([the][each, an] "Assignee"). [It is understood and agreed that the
rights and obligations of [the Assignors][the Assignees] hereunder are several
and not joint.] Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a