accordance with the requirements of the Credit Agreement to
become a Grantor under the Security Agreement as consideration for Loans
previously under made the Credit Agreement.
Accordingly, the Administrative Agent and the New Subsidiary agree as follows:
1.
IN ACCORDANCE WITH SECTION 8.18 OF THE
SECURITY AGREEMENT, THE NEW SUBSIDIARY BY ITS SIGNATURE BELOW BECOMES A GRANTOR
UNDER THE SECURITY AGREEMENT WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY
NAMED THEREIN AS A GRANTOR AND THE NEW SUBSIDIARY HEREBY (A) AGREES TO ALL THE
TERMS AND PROVISIONS OF THE SECURITY AGREEMENT APPLICABLE TO IT AS A GRANTOR
THEREUNDER AND (B) REPRESENTS AND WARRANTS THAT THE REPRESENTATIONS AND
WARRANTIES MADE BY IT AS A GRANTOR THEREUNDER ARE TRUE AND CORRECT ON AND AS OF
THE DATE HEREOF.
IN FURTHERANCE OF THE FOREGOING, THE NEW SUBSIDIARY, AS
SECURITY FOR THE PAYMENT AND PERFORMANCE IN FULL OF THE SECURED OBLIGATIONS,
DOES HEREBY CREATE AND GRANT TO THE ADMINISTRATIVE AGENT, ITS SUCCESSORS AND
ASSIGNS, FOR THE BENEFIT OF THE CREDIT PARTIES, A SECURITY INTEREST IN AND LIEN
ON ALL OF THE NEW SUBSIDIARY'S RIGHT, TITLE AND INTEREST IN AND TO THE
COLLATERAL (AS DEFINED IN THE SECURITY AGREEMENT) OF THE NEW SUBSIDIARY.
EACH
REFERENCE TO A "GRANTOR" IN THE SECURITY AGREEMENT SHALL BE DEEMED TO INCLUDE
THE NEW SUBSIDIARY.
THE SECURITY AGREEMENT IS HEREBY INCORPORATED HEREIN BY
REFERENCE.
2.
THE NEW SUBSIDIARY REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT AND THE OTHER CREDIT PARTIES THAT THIS
SUPPLEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY IT AND
CONSTITUTES ITS LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS.
1
3.
THIS SUPPLEMENT MAY BE EXECUTED IN
COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH
OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER
SHALL CONSTITUTE A SINGLE CONTRACT.
THIS SUPPLEMENT SHALL BECOME EFFECTIVE WHEN
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COUNTERPART OF THIS SUPPLEMENT
THAT BEARS THE SIGNATURE OF THE NEW SUBSIDIARY AND THE ADMINISTRATIVE AGENT HAS
EXECUTED A COUNTERPART HEREOF.
DELIVERY OF AN EXECUTED SIGNATURE PAGE TO THIS
SUPPLEMENT BY TELECOPY OR OTHER ELECTRONIC IMAGE SCAN TRANSMISSION (E.G., "PDF"
OR "TIF" VIA E-MAIL) SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY SIGNED
COUNTERPART TO THIS SUPPLEMENT.
4.
THE NEW SUBSIDIARY HEREBY REPRESENTS
AND WARRANTS THAT, AS OF THE DATE HEREOF, (A) SET FORTH ON SCHEDULE "1"
ATTACHED HERETO IS A SCHEDULE WITH THE TRUE AND CORRECT LEGAL NAME OF THE NEW
SUBSIDIARY, ITS JURISDICTION OF FORMATION AND THE LOCATION OF ITS CHIEF
EXECUTIVE OFFICE, (B) SET FORTH ON SCHEDULE "2" ATTACHED HERETO IS A TRUE AND
CORRECT SCHEDULE OF INTELLECTUAL PROPERTY CONSISTING (I) ALL OF THE NEW
SUBSIDIARY'S CANADIAN REGISTERED PATENTS AND PATENT APPLICATIONS, INCLUDING THE
NAME OF THE REGISTERED OWNER, TYPE, REGISTRATION OR APPLICATION NUMBER AND THE
EXPIRATION DATE (IF ALREADY REGISTERED) OF EACH SUCH PATENT AND PATENT
APPLICATION OWNED BY THE NEW SUBSIDIARY, (II) ALL OF THE NEW SUBSIDIARY'S
CANADIAN REGISTERED INDUSTRIAL DESIGNS AND INDUSTRIAL DESIGN APPLICATIONS