Financing Agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrower by Agent, Lenders
and the Term Lender, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1.
DEFINITIONS.
ALL CAPITALIZED TERMS NOT
OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE FINANCING
AGREEMENT.
2.
JOINDER.
(A)
NEW SUBSIDIARY HEREBY AGREES TO BE
OBLIGATED AS AN ADDITIONAL BORROWER UNDER THE FINANCING AGREEMENT AND THE OTHER
DOCUMENTS, AND ALL REFERENCES TO "GUARANTOR" AND "GUARANTORS" THEREUNDER AND
UNDER THE OTHER DOCUMENTS SHALL INCLUDE NEW BORROWERS.
(b)
New Subsidiary hereby adopts the Financing
Agreement, assumes in full, and acknowledges that it is jointly and severally
liable for, the payment, discharge, satisfaction and performance of all
Obligations under the Financing Agreement and the Other Documents.
New Subsidiary hereby grants to Agent, Lenders and the Term Lender a continuing
lien and security interest in all presently existing and hereafter arising
Collateral which Subsidiary now or may hereafter own or has an interest in,
wherever located, to secure the prompt repayment of any and all Obligations owed
to Agent, Lenders and the Term Lender and to secure the prompt performance by
Borrower of each and all of its covenants and obligations under the Financing
Agreement and under the Other Documents.
3.
CONDITIONS OF EFFECTIVENESS.
THIS
AGREEMENT SHALL BECOME EFFECTIVE, AND BORROWER SHALL BE DEEMED TO HAVE SATISFIED
THE PROVISIONS OF SECTION 6.9 OF THE FINANCING AGREEMENT AS OF THE DATE HEREOF
UPON SATISFACTION OF THE FOLLOWING CONDITIONS:
AGENT SHALL HAVE RECEIVED:
(A)
SIX (6) COPIES OF THIS JOINDER DULY
EXECUTED BY NEW SUBSIDIARY, BORROWER AND EACH OTHER GUARANTOR;
(B)
ALL OF THE DATA REQUIRED TO BE SET FORTH ON
SCHEDULES 4.5, 4.15(C), 5.2(A), 5.2(B), 5.4 AND 5.6 WITH RESPECT TO SUBSIDIARIES
OF BORROWER, INCLUDING NEW SUBSIDIARY, THE FURNISHING OF SUCH DATA IN WRITING
SHALL BE DEEMED TO SUPPLEMENT SUCH SCHEDULES FOR ALL PURPOSES OF THE FINANCING
AGREEMENT;
(C)
A SECRETARY'S CERTIFICATE AND RESOLUTIONS,
ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND ITS COUNSEL, OF
THE BOARD OF DIRECTORS OF NEW SUBSIDIARY AUTHORIZING (1) THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS JOINDER AND (2) THE GRANTING BY NEW SUBSIDIARY OF THE
LIENS CREATED BY THE FINANCING AGREEMENT, AND SUCH CERTIFICATE SHALL STATE THAT
THE RESOLUTIONS THEREBY CERTIFIED HAVE NOT BEEN AMENDED, MODIFIED, REVOKED OR
RESCINDED AS OF THE DATE OF SUCH CERTIFICATE;
(D)
A COPY OF THE CERTIFICATE OF INCORPORATION
AND BY-LAWS OF NEW SUBSIDIARY, AND ALL AMENDMENTS THERETO, SUCH CERTIFICATE OF
INCORPORATION SHALL HAVE BEEN CERTIFIED BY THE SECRETARY OF STATE OR OTHER
APPROPRIATE OFFICIAL OF ITS JURISDICTION OF INCORPORATION;
(E)
GOOD STANDING CERTIFICATES FOR NEW
SUBSIDIARY DATED NOT MORE THAN THIRTY (30) DAYS PRIOR TO THE DATE OF THIS
JOINDER, ISSUED BY THE SECRETARY OF STATE OR OTHER APPROPRIATE OFFICIAL OF NEW