THIS JOINDER SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED BY THE RESPECTIVE PARTIES HERETO, AND SHALL BE IN FULL
FORCE AND EFFECT AND SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ADMINISTRATIVE AGENT.
B.
ALL ACTION ON THE PART OF THE NEW
[BORROWER/FACILITY GUARANTOR] AND THE OTHER LOAN PARTIES NECESSARY FOR THE VALID
EXECUTION, DELIVERY AND PERFORMANCE BY THE NEW [BORROWER/FACILITY GUARANTOR] OF
THIS JOINDER AND ALL OTHER DOCUMENTATION, INSTRUMENTS, AND AGREEMENTS REQUIRED
TO BE EXECUTED IN CONNECTION HEREWITH SHALL HAVE BEEN DULY AND EFFECTIVELY TAKEN
AND EVIDENCE THEREOF REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT SHALL
HAVE BEEN PROVIDED TO THE ADMINISTRATIVE AGENT.
C.
THE NEW [BORROWER/FACILITY GUARANTOR]
(AND EACH OTHER LOAN PARTY, TO THE EXTENT REQUESTED BY THE ADMINISTRATIVE AGENT)
SHALL EACH HAVE DELIVERED THE FOLLOWING TO THE ADMINISTRATIVE AGENT, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT:
I.
CERTIFICATE OF LEGAL EXISTENCE AND
GOOD STANDING ISSUED BY THE SECRETARY OF THE STATE OF ITS INCORPORATION OR
ORGANIZATION.
II.
A CERTIFICATE OF AN AUTHORIZED OFFICER
OF THE DUE ADOPTION, CONTINUED EFFECTIVENESS, AND SETTING FORTH THE TEXT, OF
EACH CORPORATE RESOLUTION ADOPTED IN CONNECTION WITH THE ASSUMPTION OF
OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND
ATTESTING TO THE TRUE SIGNATURES OF EACH PERSON AUTHORIZED AS A SIGNATORY TO ANY
OF THE LOAN DOCUMENTS, TOGETHER WITH TRUE AND ACCURATE COPIES OF ALL
ORGANIZATION DOCUMENTS.
III.
PERFECTION CERTIFICATE IN THE FORM
DELIVERED BY THE LOAN PARTIES ON THE CLOSING DATE.
IV.
EXECUTION AND DELIVERY BY THE NEW
[BORROWER/FACILITY GUARANTOR] OF THE FOLLOWING LOAN DOCUMENTS:
A)
[JOINDERS TO THE REVOLVING CREDIT
NOTES];
B)
[JOINDER TO THE SWINGLINE NOTE];
C)
JOINDER TO THE SECURITY DOCUMENTS, AS
APPLICABLE;
3
D)
[JOINDER TO THE FEE LETTER];
E)
[BLOCKED ACCOUNT AGREEMENT WITH
[
]];
F)
[JOINDER TO THE FACILITY GUARANTEE];
AND
G)
SUCH OTHER DOCUMENTS, AGREEMENTS AND
CERTIFICATES AS THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT MAY REASONABLY
REQUIRE.
D.
THE AGENTS SHALL HAVE RECEIVED A
FAVORABLE WRITTEN LEGAL OPINION OF THE LOAN PARTIES' COUNSEL ADDRESSED TO THE
AGENTS AND THE OTHER LENDERS, COVERING SUCH MATTERS RELATING TO THE NEW
[BORROWER/FACILITY GUARANTOR], THE LOAN DOCUMENTS AND/OR THE TRANSACTIONS
CONTEMPLATED THEREBY AS THE AGENTS SHALL REASONABLY REQUEST.
E.
THE COLLATERAL AGENT SHALL HAVE
RECEIVED ALL DOCUMENTS AND INSTRUMENTS, (INCLUDING UCC FINANCING STATEMENTS AND
BLOCKED ACCOUNT AGREEMENTS), REQUIRED BY LAW OR REASONABLY REQUESTED BY THE
COLLATERAL AGENT TO CREATE OR PERFECT THE FIRST PRIORITY LIEN (SUBJECT ONLY TO
PERMITTED ENCUMBRANCES HAVING PRIORITY BY OPERATION OF APPLICABLE LAW) INTENDED
TO BE CREATED UNDER THE LOAN DOCUMENTS AND ALL SUCH DOCUMENTS AND INSTRUMENTS
SHALL HAVE BEEN SO FILED, REGISTERED OR RECORDED TO THE REASONABLE SATISFACTION
OF THE COLLATERAL AGENT.
F.
ALL CREDIT PARTY EXPENSES INCURRED BY
THE AGENTS IN CONNECTION WITH THE PREPARATION AND NEGOTIATION OF THIS JOINDER
AND RELATED DOCUMENTS (INCLUDING THE FEES AND EXPENSES OF COUNSEL TO THE AGENTS)
SHALL HAVE BEEN PAID IN FULL BY THE NEW [BORROWER/FACILITY GUARANTOR].
G.
THE LOAN PARTIES SHALL HAVE EXECUTED AND
DELIVERED TO