Common use of Additional Debt Facilities Clause in Contracts

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second Junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to (x) the Pari Passu Lien Intercreditor Agreement pursuant to Article IX and (y) this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Parent Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents each then extant First Priority Agreement and the Second Priority Debt DocumentsAgreement (including, in each case, pursuant to any consent or waiver thereto or thereunder), the Company Borrower may incur or issue and sell one or more series or classes of Second Indebtedness that the Borrower designates as Additional First Priority Debt and (“Additional First Priority Debt”) and/or one or more series or classes of Indebtedness that the Borrower designates as Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Additional Second Priority Class Debt” and, together with Additional First Priority Debt, “Additional Debt”) ). Any such series or class of Additional First Priority Debt may be secured by a second first-priority, senior Lien on the Common Collateral, in each case under and pursuant to the First Priority Collateral Documents for such Series of Additional First Priority Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Priority Debt represented by a First Priority Representative already party to this Agreement and the First Priority Pari Passu Intercreditor Agreement, the Additional First Priority Representative with respect to any such Additional First Priority Debt becomes a party to this Agreement and the First Priority Pari Passu Intercreditor Agreement by satisfying the conditions set forth in this Section 9.4. Upon any Additional First Priority Representative so becoming a party hereto and becoming a party to the First Priority Pari Passu Intercreditor Agreement in accordance with the terms thereof, all First Priority Obligations of such Series shall also be entitled to be so secured by a senior Lien on the Common Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Priority Debt may be secured by a junior-priority, subordinated Lien on Shared the Common Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Series of Additional Second Priority Class Debt, if and subject to the condition that condition, unless such Indebtedness is part of an existing Series of Additional Second Priority Debt represented by a Second Priority Representative already party to this Agreement and the Second Priority Pari Passu Intercreditor Agreement, the Additional Second Priority Representative of with respect to any such Additional Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraphthis Section 9.4. In order for Upon any Additional Second Priority Representative so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Second Priority Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Second Priority Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Common Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Parent Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Loan Documents and the Second Priority Lien Debt DocumentsDocuments in effect at the time of such incurrence, the Company any Grantor may incur or issue and sell one or more series or classes of Second Priority Additional First Lien Debt and one or more series or classes of Additional Senior Second Lien Debt. Any such additional class or series of Additional Second Priority Lien Debt (the “Second Priority Lien Class Debt”) may be secured by a second priority, subordinated Lien on Shared the Second Lien Collateral, in each case under and pursuant to the relevant Second Priority Collateral Lien Security Documents for such Second Priority Lien Class Debt, if and subject to the condition that the Representative of any such Second Priority Lien Class Debt (each, a “Second Priority Lien Class Debt Representative”), acting on behalf of the holders of such Second Priority Lien Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement and the Second Lien Parity Intercreditor Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities Additional First Lien Debt (the “Senior First Lien Class Debt”; and the Senior First Lien Class Debt and Second Priority Lien Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared the First Lien Collateral, in each case under and pursuant to the Senior Collateral Documentsrelevant First Lien Security Documents for such First Lien Class Debt, if and subject to the condition that the Representative of any such Senior First Lien Class Debt (each, a “Senior First Lien Class Debt Representative”; and the Senior First Lien Class Debt Representatives and Second Priority Lien Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior First Lien Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”)Debt, becomes a party to this Agreement and, if applicable, the First Lien Parity Intercreditor Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. Upon the joinder of any Class Debt Representative all related Secured Obligations shall also be subject to this Agreement. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrowers may incur or issue and sell (and the Guarantors may guarantee) one or more series or classes of Second Priority Debt pursuant to clause (b) of the definition hereof and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt pursuant to clause (b) of the definition hereof (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared CollateralCollateral senior in priority to the Second Priority Debt Obligations, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Holdings or any Borrower or other Subsidiary may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; , and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; , and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; ”, and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then existing Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, applicable of the immediately succeeding paragraphthis Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphthis Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second priority or third priority (or lower priority), subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; ;” and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and Documents, the Second Priority Debt DocumentsDocuments and this Agreement, the Company Company, any Borrower and/or any Guarantor may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared CollateralCollateral that is senior to the Second Priority Lien, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt DocumentsDocuments and this Agreement, the Company Borrower may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, Holdings, the Company Borrower and the other Grantors may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viv), as applicable, of the immediately succeeding paragraphSection 8.09(b). Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:Section 8.09(b).

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority Debt DocumentsDocuments then in effect, the Company Borrower or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Junior Debt Documents, the Company Borrower may incur or issue and sell (and the Guarantors may guarantee) one or more series or classes of Second Priority Junior Debt pursuant to clause (b) of the definition thereof and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Junior Debt pursuant to clause (b) of the definition thereof (the “Second Priority Junior Class Debt”) may be secured by a second priorityJunior, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Junior Class Debt, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared CollateralCollateral senior in priority to the Junior Debt Obligations, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority Debt Documents, the Company Borrower or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties”; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Documents and the Second Priority Debt DocumentsLien Documents (including this Agreement), the Company Grantors may (x) incur or issue and sell one or more series or classes of Second Priority Indebtedness that the Borrower designates as Additional First Lien Debt and and/or one or more series or classes of Indebtedness that the Borrower designates as Additional Senior Second Lien Debt (each, “Additional Debt”), (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of Indebtedness. Any such additional series or class or series of Second Priority Additional First Lien Debt (the “Second Priority Class Debt”) may be secured by a second first- priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that the Additional First Lien Representative of any such Additional First Lien Debt becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional First Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative, acting on behalf of the holders of such Initial First Lien Obligations, becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative, or Replacement First Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Lien Collateral Documents for such Series of Additional Second Priority Class Lien Debt, if and subject to the condition that the Additional Second Lien Representative of any such Additional Second Priority Class Lien Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i1) through (vi), 3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement in its capacity as applicable, of the immediately succeeding paragrapha Second Lien Representative for such Series. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; Indebtedness and the Senior Class Debt and other Initial Second Priority Class Debt, collectively, the “Class Debt”) Lien Obligations under any Replacement Second Lien Credit Agreement may be secured by a senior Lien Liens on Shared Collateralan equal and ratable basis, in each case under and pursuant to the Senior Collateral Initial Second Lien Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Replacement Second Lien Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Initial Second Priority Class Debt Parties, collectively, the “Class Debt Parties”)Lien Obligations, becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i1) through (vi)3) of paragraph (b) of this Section 8.7. Upon any Additional Second Lien Representative, or Replacement Second Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement, as applicable, of shall also be entitled to be so secured by a second-priority, subordinated Lien on the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Documents and the Second Priority Debt DocumentsLien Documents (including this Agreement), the Company Grantors may (x) incur or issue and sell one or more series or classes of Second Priority Indebtedness that the Borrower designates as Additional First Lien Debt and and/or one or more series or classes of Indebtedness that the Borrower designates as Additional Senior Second Lien Debt (each, “Additional Debt”), (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of Indebtedness. Any such additional series or class or series of Second Priority Additional First Lien Debt (the “Second Priority Class Debt”) may be secured by a second first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that the Additional First Lien Representative of any such Additional First Lien Debt becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional First Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative, acting on behalf of the holders of such Initial First Lien Obligations, becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative, or Replacement First Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Lien Collateral Documents for such Series of Additional Second Priority Class Lien Debt, if and subject to the condition that the Additional Second Lien Representative of any such Additional Second Priority Class Lien Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i1) through (vi), 3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement in its capacity as applicable, of the immediately succeeding paragrapha Second Lien Representative for such Series. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; Indebtedness and the Senior Class Debt and other Initial Second Priority Class Debt, collectively, the “Class Debt”) Lien Obligations under any Replacement Second Lien Credit Agreement may be secured by a senior Lien Liens on Shared Collateralan equal and ratable basis, in each case under and pursuant to the Senior Collateral Initial Second Lien Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Replacement Second Lien Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Initial Second Priority Class Debt Parties, collectively, the “Class Debt Parties”)Lien Obligations, becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i1) through (vi)3) of paragraph (b) of this Section 8.7. Upon any Additional Second Lien Representative, or Replacement Second Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement, as applicable, of shall also be entitled to be so secured by a second-priority, subordinated Lien on the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to (x) the First Lien Intercreditor Agreement pursuant to Article IX and (y) this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior First Priority Debt Documents and the Second Priority Debt Documents, the Company Borrower or any other Grantor may incur or issue and sell one or more series or classes of Second Priority Debt and at any time after the Discharge of First Lien Credit Agreement Obligations, one or more series or classes of Additional Senior First Priority Debt. Any such additional class or series of additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior First Priority Debt Facilities (the “Senior First Priority Class Debt”; and the Senior First Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior First Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior First Lien Class Debt (each, a “Senior First Priority Class Debt Representative”; and the Senior First Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior First Priority Class Debt (such Representative and holders in respect of any such Senior First Priority Class Debt being referred to as the “Senior First Priority Class Debt Parties”; and the Senior First Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Loan Documents and the Second Priority Debt DocumentsLien Loan Documents and Section 5.3, the Company may incur or issue and sell one or more series or classes of Second Priority Indebtedness that the Company designates as Additional First Lien Debt and and/or one or more series or classes of Indebtedness that the Company designates as Additional Senior Second Lien Debt (each, “Additional Debt”). Any such additional series or class or series of Second Priority Additional First Lien Debt (the “Second Priority Class Debt”) may be secured by a second first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement, the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) and (2) of Section 8.7(b). Upon any Additional First Lien Representative and Additional First Lien Collateral Agent so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional First Lien Obligations of such Series shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a junior-priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Lien Collateral Documents for such Series of Additional Second Priority Class Lien Debt, if and subject to the condition that condition, unless such Indebtedness is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative and Second Lien Collateral Agent already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement, the Additional Second Lien Representative and Additional Second Lien Collateral Agent of any such Additional Second Priority Class Lien Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), each becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i1) through and (vi2) of Section 8.7(b), as applicable, of the immediately succeeding paragraph. In order for Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Second Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Junior Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Additional Junior Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Additional Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Junior Class Debt, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority such Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Documents and the Second Priority Debt Lien Documents, the Company may (x) incur or issue and sell one or more series or classes of Second Priority Indebtedness that the Company designates as Additional First Lien Debt or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and one or more series or classes of Additional Senior Debtratable basis with the Liens securing the First Lien Obligations. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) Indebtedness and other First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by a second priority, subordinated Lien Liens on Shared Collateralan equal and ratable basis, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior First Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Replacement First Lien Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”)Replacement First Lien Collateral Agent, acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt PartiesFirst Lien Obligations, collectively, the “Class Debt Parties”), each becomes a party to this Agreement by satisfying the conditions set forth in clauses (i1) through (vi)3) of paragraph (b) of this Section 8.7. Upon any Replacement First Lien Representative and Replacement First Lien Collateral Agent, as applicablethe case may be, so becoming a party hereto, all First Lien Obligations under any Replacement First Lien Credit Agreement shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional First Lien Debt may be secured by a first-priority, superior Lien on the immediately succeeding paragraph. In order Collateral, in each case under and pursuant to the relevant First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a Class First Lien Representative and First Lien Collateral Agent already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement, the Additional First Lien Representative and Additional First Lien Collateral Agent of any such Additional First Lien Debt Representative to become each becomes a party to this Agreement:Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional First Lien Obligations of such Series shall also be entitled to be so secured by a superior Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphsubsection (b) below. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:subsection (b) below.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority Debt Documents, the Company Borrower, Holdings or any other Grantor may incur or issue and sell Incur one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior priority Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and Documents, the Second Priority Debt DocumentsDocuments and this Agreement, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt Loan Documents, the Third Lien Loan Documents and the Second Priority Debt DocumentsSection 6.3, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and Indebtedness that the Company designates as Additional First Lien Obligations and/or one or more series or classes of Indebtedness that the Company designates as Additional Senior Second Lien Obligations (each, “Additional Debt”). Any such additional series or class or series of Second Priority Debt (the “Second Priority Class Debt”) Additional First Lien Obligations may be secured by a second first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Obligations, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Lien Obligations represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement, the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Obligations each becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) and (2) of Section 9.7(b). Upon any Additional First Lien Representative and Additional First Lien Collateral Agent so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional First Lien Obligations of such Series shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Obligations may be secured by a junior-priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Lien Collateral Documents for such Series of Additional Second Priority Class DebtLien Obligations, if and subject to the condition that condition, unless such Indebtedness is part of an existing Series of Additional Second Lien Obligations represented by a Second Lien Representative and Second Lien Collateral Agent already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement, the Additional Second Lien Representative and Additional Second Lien Collateral Agent of any such Additional Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), Lien Obligations each becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i1) through and (vi2) of Section 9.7(b), as applicable, of the immediately succeeding paragraph. In order for Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Second Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured on a senior basis to the Second Priority Debt Obligations by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the then extant Senior Priority Debt Documents and the Second any Non-Senior Priority Debt Documents, the Company Borrowers, Holdings or any other Debtor may incur or issue and sell (and the Guarantors may guarantee) one or more series or classes of Second Priority Debt, one or more series or classes of Additional Senior Priority Debt and one or more series or classes of Additional Senior Subordinated Priority Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared CollateralCollateral (a) on a junior basis to the liens securing Senior Priority Obligations and (b) a senior basis to the liens (if any) securing any Senior Subordinated Priority Debt Obligations, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject if, to the condition that extent required under the provisions of any then extant Senior Priority Debt Documents or Non-Senior Priority Debt Documents, the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 15.09(b). Any such additional class or series of Additional Senior Facilities Priority Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject if, to the condition that extent required under the provisions of any then extant Senior Priority Debt Documents or Non-Senior Priority Debt Documents, the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority Debt Documents, the Company Borrower, Holdings or any other Grantor may incur or issue and sell Incur one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior priority Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrowers may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured on a senior basis to the Second Priority Debt Obligations by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior then extant ABL Debt Documents and the Second Term Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Additional Junior Priority Term Debt and one or more series or classes of Additional Senior First Priority Term Debt. Any such additional class or series of Second Additional Junior Priority Term Debt (the “Second Junior Priority Term Class Debt”) may be secured by a second priority or third priority (or lower priority), subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Term Collateral Documents for such Second Junior Priority Term Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Term Class Debt (each, a “Second Junior Priority Term Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Term Class Debt (such Representative and holders in respect of any Second Junior Priority Term Class Debt being referred to as the “Second Junior Priority Term Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities Additional First Priority Term Debt (the “Senior First Priority Term Class Debt”; and the Senior First Priority Term Class Debt and Second Junior Priority Term Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior relevant Term Collateral Documents, if and subject to the condition that the Representative of any such Senior First Priority Term Class Debt (each, a “Senior First Priority Term Class Debt Representative”; ;” and the Senior First Priority Term Class Debt Representatives and Second Junior Priority Term Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior First Priority Term Class Debt (such Representative and holders in respect of any such Senior First Priority Term Class Debt being referred to as the “Senior First Priority Term Class Debt Parties”; and the Senior First Priority Term Class Debt Parties and Second Junior Priority Term Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then effective Senior Debt Documents and the Second Priority Debt Documents, the Company Borrowers may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions (i) through (vi)set forth in Sections 8.9.1 and 8.9.2, as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi)Sections 8.9.1 and 8.9.2, as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell (and the Guarantors may guarantee) one or more series or classes of Second Priority Debt pursuant to clause (b) of the definition thereof and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt pursuant to clause (b) of the definition thereof (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared CollateralCollateral senior in priority to the Second Priority Debt Obligations, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Loan Documents and the Second Priority Debt Lien Note Documents, the Company any Grantor may incur or issue and sell one or more series or classes of Second Priority Additional First Lien Debt and one or more series or classes of Additional Senior Second Lien Debt. Any such additional class or series of Additional Second Priority Lien Debt (the “Second Priority Lien Class Debt”) may be secured by a second priority, subordinated Lien on Shared the Second Lien Collateral, in each case under and pursuant to the relevant Second Priority Collateral Lien Security Documents for such Second Priority Lien Class Debt, if and subject to the condition that the Representative of any such Second Priority Lien Class Debt (each, a “Second Priority Lien Class Debt Representative”), acting on behalf of the holders of such Second Priority Lien Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement and the Second Lien Parity Intercreditor Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities Additional First Lien Debt (the “Senior First Lien Class Debt”; and the Senior First Lien Class Debt and Second Priority Lien Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared the First Lien Collateral, in each case under and pursuant to the Senior Collateral Documentsrelevant First Lien Security Documents for such First Lien Class Debt, if and subject to the condition that the Representative of any such Senior First Lien Class Debt (each, a “Senior First Lien Class Debt Representative”; and the Senior First Lien Class Debt Representatives and Second Priority Lien Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior First Lien Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”)Debt, becomes a party to this Agreement and the First Lien Parity Intercreditor Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. Upon the joinder of any Class Debt Representative, all related Secured Obligations shall also be subject to this Agreement. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt DocumentsDocuments and this Agreement, the Company Borrowers may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement (and, if applicable, the Pari Passu Intercreditor Agreement in accordance with the terms and conditions thereof) by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority Debt DocumentsDocuments then in effect, the Company Borrowers or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties”; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b) and also becomes a party to the ABL Intercreditor Agreement in accordance with the terms thereunder. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and becomes a party to the ABL Intercreditor Agreement by satisfying the applicable requirements thereof. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Parity Lien Debt Documents and the Second Priority Junior Lien Debt DocumentsDocuments and Section 5.3, the Company and the other Grantors may incur Incur (or issue and sell sell), secure and guarantee one or more series or classes of Second Priority Indebtedness that the Company designates as Additional Parity Lien Debt and and/or one or more series or classes of Indebtedness that the Company designates as Additional Senior Junior Lien Debt (each, “Additional Debt”). Any such additional series or class or series of Second Priority Additional Parity Lien Debt (the “Second Priority Class Debt”) may be secured by a second first-priority, subordinated senior Lien on Shared the Collateral, in each case under and pursuant to the Parity Lien Collateral Documents for such Series of Additional Parity Lien Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional Parity Lien Debt represented by a Parity Lien Representative and Parity Lien Collateral Agent already party to this Agreement, the ABL Intercreditor Agreement and the Parity Lien Pari Passu Intercreditor Agreement, the Additional Parity Lien Representative and the Additional Parity Lien Collateral Agent of any such Additional Parity Lien Debt each becomes a party to this Agreement, the ABL Intercreditor Agreement and the Parity Lien Pari Passu Intercreditor Agreement (to the extent that there is more than one Series of Parity Lien Debt after giving effect to the Incurrence of such Additional Parity Lien Debt) by satisfying the conditions set forth in clauses (1) and (2) of Section 8.7(b). Upon any Additional Parity Lien Representative and Additional Parity Lien Collateral Agent so becoming a party hereto and becoming a party to the Parity Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional Parity Lien Obligations of such Series shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Junior Lien Debt may be secured by a junior-priority Lien on the Collateral, in each case under and pursuant to the relevant Second Priority Junior Lien Collateral Documents for such Second Priority Class Series of Additional Junior Lien Debt, if and subject to the condition that condition, unless such Indebtedness is part of an existing Series of Additional Junior Lien Debt represented by a Junior Lien Representative and Junior Lien Collateral Agent already party to this Agreement, the ABL Intercreditor Agreement and the Junior Lien Pari Passu Intercreditor Agreement, the Additional Junior Lien Representative and Additional Junior Lien Collateral Agent of any such Second Priority Class Additional Junior Lien Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), each becomes a party to this Agreement, the ABL Intercreditor Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Junior Lien on Shared Collateral, in each case under and pursuant Pari Passu Intercreditor Agreement (to the Senior Collateral Documents, if and subject extent that there is more than one Series of Junior Lien Debt after giving effect to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders Incurrence of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement Additional Junior Lien Debt) by satisfying the conditions set forth in clauses (i1) through and (vi2) of Section 8.7(b), as applicable, of the immediately succeeding paragraph. In order for Upon any Additional Junior Lien Representative and Additional Junior Lien Collateral Agent so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Junior Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional Junior Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Junior Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Additional Junior Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Additional Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Junior Class Debt, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority such Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party party, as applicable, to (x) the First Lien Intercreditor Agreement pursuant to Article IX thereof and (y) this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt Documents, either of the Company Issuers may incur or issue and sell one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party party, as applicable, to (x) the Intercreditor Agreement pursuant to Section 3.08(b) thereof and (y) this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class 55745340_4 Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, expressly permitted by the provisions of the Senior then existing First Priority Debt Documents and the Second Priority Debt DocumentsDocuments at the time of such incurrence or issuance and sale, the Company any Borrower or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior First Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on all or part of the Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphparagraph and becomes a party and bound by the Second Lien Collateral Trust Agreement. Any such additional class or series of Senior Facilities Additional First Priority Debt (the “Senior First Priority Class Debt”; and the Senior First Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior First Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior First Priority Class Debt (each, a “Senior First Priority Class Debt Representative”; and the Senior First Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior First Priority Class Debt (such Representative and holders in respect of any such Senior First Priority Class Debt being referred to as the “Senior First Priority Class Debt Parties”; and the Senior First Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphparagraph and becomes a party to and bound by the First Lien Pari Passu Intercreditor Agreement in the manner set forth therein. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrowers may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrowers may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III (if such Representative is a Second Priority Class Debt Representative) or Annex IV (if such Representative is a Senior Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Representative and such Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative and the related Class Debt Parties become subject hereto and bound hereby; (ii) the Borrowers shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by an Authorized Officer of the Borrowers; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt. SECTION 8.10.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Junior Debt DocumentsDocuments then in effect, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Additional Junior Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Additional Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Junior Class Debt, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority such Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:: (A) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III (if such Representative is a Second Priority Class Debt Representative) or Annex IV (if such Representative is a Senior Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Representative and such Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative and the related Class Debt Parties become subject hereto and bound hereby; 31 (B) the Borrower shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by an Authorized Officer of the Borrower; and (C) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt. SECTION 8.10

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Parties”), becomes a party party, as applicable, to (x) the First Lien Intercreditor Agreement pursuant to Article IX thereof and (y) this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (d) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Documents, the Second Lien Documents and the Second Priority Debt Third Lien Documents, the Company may (x) incur or issue and sell one or more series or classes of Second Priority Indebtedness that the Company designates as Additional First Lien Debt or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and one or more series or classes of Additional Senior Debtratable basis with the Liens securing the First Lien Obligations. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) Indebtedness and other First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by a second priority, subordinated Lien Liens on Shared Collateralan equal and ratable basis, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior First Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Replacement First Lien Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”)Replacement First Lien Collateral Agent, acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt PartiesFirst Lien Obligations, collectively, the “Class Debt Parties”), each becomes a party to this Agreement by satisfying the conditions set forth in clauses (i1) through (vi)3) of paragraph (b) of this Section 8.7. Upon any Replacement First Lien Representative and Replacement First Lien Collateral Agent, as applicablethe case may be, so becoming a party hereto, all First Lien Obligations under any Replacement First Lien Credit Agreement shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional First Lien Debt may be secured by a first-priority, superior Lien on the immediately succeeding paragraph. In order Collateral, in each case under and pursuant to the relevant First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a Class First Lien Representative and First Lien Collateral Agent already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement, the Additional First Lien Representative and Additional First Lien Collateral Agent of any such Additional First Lien Debt Representative to become each becomes a party to this Agreement:Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional First Lien Obligations of such Series shall also be entitled to be so secured by a superior Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Loan Documents and the Second Priority Debt Lien Loan Documents, the Company any Grantor may incur or issue and sell one or more series or classes of Second Priority Additional First Lien Debt and one or more series or classes of Additional Senior Second Lien Debt. Any such additional class or series of Additional Second Priority Lien Debt (the “Second Priority Lien Class Debt”) may be secured by a second priority, subordinated Lien on Shared the Second Lien Collateral, in each case under and pursuant to the relevant Second Priority Collateral Lien Security Documents for such Second Priority Lien Class Debt, if and subject to the condition that the Representative of any such Second Priority Lien Class Debt (each, a “Second Priority Lien Class Debt Representative”), acting on behalf of the holders of such Second Priority Lien Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement and the Second Lien Parity Intercreditor Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities Additional First Lien Debt (the “Senior First Lien Class Debt”; and the Senior First Lien Class Debt and Second Priority Lien Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared the First Lien Collateral, in each case under and pursuant to the Senior Collateral Documentsrelevant First Lien Security Documents for such First Lien Class Debt, if and subject to the condition that the Representative of any such Senior First Lien Class Debt (each, a “Senior First Lien Class Debt Representative”; and the Senior First Lien Class Debt Representatives and Second Priority Lien Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior First Lien Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”)Debt, becomes a party to this Agreement and the First Lien Parity Intercreditor Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. Upon the joinder of any Class Debt Representative, all related Secured Obligations shall also be subject to this Agreement. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority Debt DocumentsDocuments then in effect, the Company Borrowers or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrowers may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the then outstanding Senior Priority Debt Documents and the then outstanding Second Priority Debt Documents, the Company Borrower, Holdings or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of each of the Senior Debt then extant ABL Documents and the Second Priority Debt Term Documents, the Company Credit Parties may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior DebtTerm Obligations. Any such additional class or series of Second Priority Debt Term Obligations (the “Second Priority Term Class Debt”) may be secured by (i) a second junior priority, subordinated Lien on Shared ABL Priority Collateral (other than any ABL Exclusive Collateral) and (ii) a Lien on Term Priority Collateral that is pari passu with, or junior in each case priority to, the Lien securing the then outstanding First Lien Term Obligations under and pursuant to the relevant Second Priority Term Collateral Documents for such Second Priority Term Class Debt, if and subject to the condition that the Representative representative or agent of any such Second Priority Term Class Debt (each, a “Second Priority Term Class Debt Representative”), acting on behalf of the holders of such Second Priority Term Class Debt (such Representative representative or agent and holders in respect of any Second Priority Term Class Debt being referred to as the “Second Priority Term Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (ia) through (vic), as applicable, applicable of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraphSection 7.20. In order for a Term Class Debt Representative to become a party to this Agreement:: bk. such Term Class Debt Representative shall have executed and delivered a joinder agreement pursuant to which it becomes a “Term Agent” hereunder, and the Term Class Debt in #94592040v2 EXHIBIT F respect of which such Term Class Debt Representative is the Term Agent and the related Term Class Debt Parties become subject hereto and bound hereby, and specifying whether the Term Class Debt in respect of which such Term Class Debt Representative is the Term Agent constitutes First Lien Term Obligations or Second Lien Term Obligations; bl. the Lead Borrower shall have delivered to the ABL Agent and the Controlling Term Agent an officer’s certificate stating that the conditions set forth in this Section 7.20 are satisfied (or waived in accordance with the terms of the ABL Documents and Term Documents) with respect to such Term Class Debt and, if requested, true and complete copies of each of the material Term Documents, relating to such Term Class Debt, certified as being true and correct in all material respects by an Responsible Officer (as defined in the ABL Credit Agreement) of the Lead Borrower; and bm. the Term Debt Documents relating to such Term Class Debt shall provide that each Term Class Debt Party with respect to such Term Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Term Class Debt.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second priority or third priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Junior Debt Documents, the Company Borrowers may incur or issue and sell one or more series or classes of Second Priority Additional Junior Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Additional Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Junior Class Debt, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority such Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Junior Priority Debt Documents, the Company Borrower or any other Loan Party may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viv), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; , and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition 104 that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; , and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; ”, and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Junior Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Junior Priority Debt DocumentsDocuments and this Agreement, the Company may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell (and the Guarantors may guarantee) one or more series or classes of Second Priority Debt pursuant to clause (b) of the definition thereof and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt pursuant to clause (b) of the definition thereof (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared CollateralCollateral senior in priority to the Second Priority Debt Obligations, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Junior Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted not prohibited by the provisions of the Senior Debt then-extant Priority Lien Documents, Parity Lien Documents and the Second Priority Debt and/or Junior Lien Documents, the Company or any Restricted Subsidiary may incur or issue and sell one or more series or classes of Second Priority additional Parity Lien Debt, one or more series or classes of additional Junior Lien Debt and one or more series or classes of Additional Senior Priority Lien Debt. Any such additional class or series of Second Priority Parity Lien Debt (the “Second Priority Parity Lien Class Debt”) may be secured by a second priority, subordinated Lien on Shared CollateralCollateral junior in priority and subordinated to the Liens securing the Priority Lien Obligations, in each case under and pursuant to the relevant Second Priority Collateral Parity Lien Security Documents for such Second Priority Parity Lien Class Debt, if and subject to the condition that the Representative of any such Second Priority Parity Lien Class Debt (each, a “Second Priority Parity Lien Class Debt Representative”), acting on behalf of the holders of such Second Priority Parity Lien Class Debt (such Representative and holders in respect of any Second Priority Parity Lien Class Debt being referred to as the “Second Priority Parity Lien Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities Junior Lien Debt (the “Senior Junior Lien Class Debt”) may be secured by a Lien on Shared Collateral junior in priority and subordinated to the Liens securing the Priority Lien Obligations and the Parity Lien Obligations, in each case under and pursuant to the relevant Junior Lien Collateral Documents for such Junior Lien Class Debt, if and subject to the condition that the Representative of any such Junior Lien Class Debt (each, a “Junior Lien Class Debt Representative”), acting on behalf of the holders of such Junior Lien Class Debt (such Representative and holders in respect of any Junior Lien Class Debt being referred to as the “Junior Lien Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (iii), as applicable, of the immediately succeeding paragraph. Any such class or series of Additional Priority Lien Debt (the “Priority Lien Class Debt”; and the Senior Priority Lien Class Debt, the Parity Lien Class Debt and Second Priority the Junior Lien Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:to

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority Debt DocumentsDocuments then in effect, the Company Issuer or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared CollateralCollateral that is junior in priority to any Lien on the Shared Collateral securing or purporting to secure any Senior Obligations and equal in priority (but without regard to the control of remedies) with any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared CollateralCollateral that is equal in priority (but without regard to the control of remedies) with any Lien on the Shared Collateral securing or purporting to secure any Senior Obligations and senior in priority to any Lien on the Shared Collateral securing or purporting to secure any Second Priority Debt Obligations, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties”; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Junior Priority Debt DocumentsDocuments then in effect, the Company any Borrower or any other Grantor may incur or issue and sell one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Second Additional Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties”; and the Senior Priority Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt Documents, the Company each Borrower may incur or issue and sell one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second priority or third priority (or lower priority), subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; ;” and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrowers may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Loan Documents and the Second Priority Debt DocumentsLien Loan Documents and Section 5.3, the Company may incur or issue and sell one or more series or classes of Second Priority Indebtedness that the Company designates as Additional First Lien Debt and and/or one or more series or classes of Indebtedness that the Company designates as Additional Senior Second Lien Debt (each, “Additional Debt”) to the extent permitted pursuant to Section 5.3. Any such additional series or class or series of Second Priority Additional First Lien Debt (the “Second Priority Class Debt”) may be secured by a second first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement, the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (2) of Section 8.7(b). Upon any Additional First Lien Representative and Additional First Lien Collateral Agent so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional First Lien Obligations of such Series shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a junior-priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Lien Collateral Documents for such Series of Additional Second Priority Class Lien Debt, if and subject to the condition that condition, unless such Indebtedness is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative and Second Lien Collateral Agent already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement, the Additional Second Lien Representative and Additional Second Lien Collateral Agent of any such Additional Second Priority Class Lien Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), each becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i1) through (vi2) of Section 8.7(b), as applicable, of the immediately succeeding paragraph. In order for Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Second Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Additional Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second priority or third priority (or lower priority), subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; ;” and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt DocumentsDocuments and this Agreement, the Company Borrower may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraphSection 8.08. In order for a Junior Priority Class Debt Representative to become a party to this Agreement:: such Junior Priority Class Debt Representative shall have executed and delivered a Representatives Supplement substantially in the form of Axxxx XX (with such changes as may be reasonably approved by the Senior Representative and such Junior Priority Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Junior Priority Class Debt in respect of which such Junior Priority Class Debt Representative is the Representative and the related Junior Priority Class Debt Parties become subject hereto and bound hereby; the Borrower shall have delivered to the Senior Representative and Designated Junior Representative a certificate of an appropriate officer of each Borrower (an “Officer’s Certificate”) stating that the conditions set forth in this Section 8.08 are satisfied with respect to such Junior Priority Class Debt and, if requested, true and complete copies of each of the Junior Priority Debt Documents relating to such Junior Priority Class Debt, certified as being true and correct by a Responsible Officer of each Borrower; and the Junior Priority Debt Documents relating to such Junior Priority Class Debt shall provide that each Junior Priority Class Debt Party with respect to such Junior Priority Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Junior Priority Class Debt.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Documents and the Second Priority Debt DocumentsLien Documents and Section 5.3, the Company may (x) incur or issue and sell one or more series or classes of Second Priority Indebtedness that the Company designates as Additional First Lien Debt and and/or one or more series or classes of Indebtedness that the Company designates as Additional Senior Second Lien Debt (each, “Additional Debt”) or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens (other than any First Lien Declined Liens), which shall be Additional First Lien Obligations. Any such additional series or class or series of Second Priority Additional First Lien Debt (the “Second Priority Class Debt”) may be secured by a second first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect), the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative and Replacement First Lien Collateral Agent, acting on behalf of the holders of such Initial First Lien Obligations, each becomes a party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative and Additional First Lien Collateral Agent, or Replacement First Lien Representative and Replacement First Lien Collateral Agent, as the case may be, so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) in accordance with the terms thereof, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Lien Collateral Documents for such Series of Additional Second Priority Class Lien Debt, if and subject to the condition that condition, unless such Indebtedness is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative and Second Lien Collateral Agent already party to this Agreement, the Second Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect), the Additional Second Lien Representative and Additional Second Lien Collateral Agent of any such Additional Second Priority Class Lien Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), each becomes a party to this Agreement, the Second Lien Pari Passu Intercreditor Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”Term/ABL Intercreditor Agreement (if then in effect) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i1) through (vi), as applicable, 3) of the immediately succeeding paragraphparagraph (b) of this Section 8.7. In order for Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Second Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) in accordance with the terms thereof, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then-extant Senior Debt Documents and the Second Priority Junior Debt Documents, the Company or any other Grantor may incur or issue and sell one or more series or classes of Second Priority Additional Junior Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Additional Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Junior Class Debt, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority such Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraphthis Section 8.09. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraphthis Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted not prohibited by the provisions of the Senior Debt then-existing First Lien Documents and the and/or Second Priority Debt Lien Documents, the Company or any Subsidiary may incur or issue and sell one or more series or classes of additional Second Priority Lien Debt and one or more series or classes of Additional Senior First Lien Debt. Any such additional class or series of Second Priority Lien Debt (the “Second Priority Lien Class Debt”) may be secured by a second priority, subordinated Lien on Shared CollateralCollateral junior in priority and subordinated to the Liens securing the First Lien Obligations, in each case under and pursuant to the relevant Second Priority Collateral Lien Security Documents for such Second Priority Lien Class Debt, if and subject to the condition that the Representative of any such Second Priority Lien Class Debt (each, a “Second Priority Lien Class Debt Representative”), acting on behalf of the holders of such Second Priority Lien Class Debt (such Representative and holders in respect of any Second Priority Lien Class Debt being referred to as the “Second Priority Lien Class Debt Parties”), becomes a party to this Agreement by satisfying and satisfies, or causes to be satisfied, conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities Additional First Lien Debt (the “Senior First Lien Class Debt”; and the Senior First Lien Class Debt and the Second Priority Lien Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral relevant First Lien Security Documents, if and subject to the condition that the Representative trustee, agent or representative of any such Senior First Lien Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”)Debt, acting on behalf of the holders of such Senior First Lien Class Debt (such Representative trustee, agent or representative and the holders in respect of any such Senior First Lien Class Debt being referred to as the “Senior First Lien Class Debt Parties”; and the Senior First Lien Class Debt Parties and the Second Priority Lien Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party satisfies, or causes to this Agreement by satisfying the be satisfied, conditions set forth in clauses (iii) through (viiii), as applicable, of the immediately succeeding paragraphparagraph and becomes a party to the Collateral Trust Agreement in accordance with the terms thereof. In order for a Second Lien Class Debt Representative or First Lien Class Debt to become a party to this Agreementconstitute additional Second Lien Obligations or Additional First Lien Obligations hereunder:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Junior Debt DocumentsDocuments and this Agreement, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Additional Junior Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Additional Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Junior Class Debt, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority such Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower or any other Grantor may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Junior Priority Debt DocumentsDocuments then in effect, the Company may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior DebtFacilities (including, for the avoidance of doubt, any Subsequent Credit Agreement). Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared CollateralCollateral that is subordinated and junior to the Senior Facilities, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Documents and the Second Priority Debt Lien Documents, the Company may (x) incur or issue and sell one or more series or classes of Second Priority Indebtedness that the Company designates as Additional First Lien Debt and and/or one or more series or classes of Indebtedness that the Company designates as Additional Senior Second Lien Debt (each, “Additional Debt”) or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens (other than any First Lien Declined Liens) securing the Additional First Lien Obligations. Any such additional series or class or series of Second Priority Additional First Lien Debt (the “Second Priority Class Debt”) may be secured by a second first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the ABL/Term Loan/Notes Intercreditor Agreement (if then in effect), the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the ABL/Term Loan/Notes Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative and Replacement First Lien Collateral Agent, acting on behalf of the holders of such Initial First Lien Obligations, each becomes a party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the ABL/Term Loan/Notes Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative and Additional First Lien Collateral Agent, or Replacement First Lien Representative and Replacement First Lien Collateral Agent, as the case may be, so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement and the ABL/Term Loan/Notes Intercreditor Agreement (if then in effect) in accordance with the terms thereof, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Lien Collateral Documents for such Series of Additional Second Priority Class Lien Debt, if and subject to the condition that condition, unless such Indebtedness is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative and Second Lien Collateral Agent already party to this Agreement, the Second Lien Pari Passu Intercreditor Agreement and the ABL/Term Loan/Notes Intercreditor Agreement (if then in effect), the Additional Second Lien Representative and Additional Second Lien Collateral Agent of any such Additional Second Priority Class Lien Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), each becomes a party to this Agreement, the Second Lien Pari Passu Intercreditor Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”ABL/Term Loan/Notes Intercreditor Agreement (if then in effect) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i1) through (vi), as applicable, 3) of the immediately succeeding paragraphparagraph (b) of this Section 8.7. In order for Upon any Additional Second Lien Representative so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Second Lien Pari Passu Intercreditor Agreement and the ABL/Term Loan/Notes Intercreditor Agreement (if then in effect) in accordance with the terms thereof, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority or third priority (or lower priority, and in each case of third priority or lower priority, subject to an intercreditor agreement required pursuant to Second Priority Debt Documents), subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, applicable of the immediately succeeding paragraphthis Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphthis Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Junior Priority Debt DocumentsDocuments and this Agreement, the Company may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:: such Class Debt Representative shall have executed and delivered a Representatives Supplement substantially in the form of Annex II (if such Representative is a Junior Priority Class Debt Representative) or Annex III (if such Representative is a Senior Class Debt Representative) (with such changes as may be reasonably approved by the Senior Representative and such Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative and the related Class Debt Parties become subject hereto and bound hereby; the Company shall have delivered to the Designated Senior Representative and Designated Junior Representative a certificate of an appropriate officer ( an “Officer’s Certificate”) stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Junior Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer of the Company; and the Junior Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt Documents, the Company Borrowers may incur or issue and sell one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (iA) through (viC), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to (x) an Applicable Intercreditor Agreement pursuant to Article VIII and (y) this Agreement by satisfying the conditions set forth in clauses (iA) through (viC), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions (i) through (vi)set forth in Sections 8.9.1 and 8.9.2, as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi)Sections 8.9.1 and 8.9.2, as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:: I-2-65

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any , and (a) any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, applicable of the immediately succeeding paragraph. Any this Section 8.09 and (b) any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphthis Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority Debt Documents, the Company Borrowers or any other Grantor may incur or issue and sell one or more series or classes of Additional Second Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties”; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents each then extant First Priority Agreement and the Second Priority Debt DocumentsAgreement (including, in each case, pursuant to any consent or waiver thereto or thereunder), the Company Borrowers may incur or issue and sell one or more series or classes of Second Indebtedness that the Parent Borrower designates as Additional First Priority Debt and (“Additional First Priority Debt”) and/or one or more series or classes of Indebtedness that the Parent Borrower designates as Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Additional Second Priority Class Debt” and, together with Additional First Priority Debt, “Additional Debt”) ). Any such series or class of Additional First Priority Debt may be secured by a second first-priority, senior Lien on the Common Collateral, in each case under and pursuant to the First Priority Collateral Documents for such Series of Additional First Priority Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Priority Debt represented by a First Priority Representative already party to this Agreement and the First Priority Pari Passu Intercreditor Agreement, the Additional First Priority Representative with respect to any such Additional First Priority Debt becomes a party to this Agreement and the First Priority Pari Passu Intercreditor Agreement by satisfying the conditions set forth in this Section 9.4. Upon any Additional First Priority Representative so becoming a party hereto and becoming a party to the First Priority Pari Passu Intercreditor Agreement in accordance with the terms thereof, all First Priority Obligations of such Series shall also be entitled to be so secured by a senior Lien on the Common Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Priority Debt may be secured by a junior-priority, subordinated Lien on Shared the Common Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Series of Additional Second Priority Class Debt, if and subject to the condition that condition, unless such Indebtedness is part of an existing Series of Additional Second Priority Debt represented by a Second Priority Representative already party to this Agreement and the Second Priority Pari Passu Intercreditor Agreement, the Additional Second Priority Representative of with respect to any such Additional Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraphthis Section 9.4. In order for Upon any Additional Second Priority Representative so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Second Priority Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Second Priority Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Common Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Super Senior Debt Documents and the Second First Lien Priority Debt Documents, the Company Borrower may incur or issue and sell one or more series or classes of Second Additional First Lien Priority Debt and one or more series or classes of Additional Super Senior Debt. Any such additional class or series of Second Additional First Lien Priority Debt (the “Second First Lien Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second First Lien Priority Collateral Documents for such Second First Lien Priority Class Debt, if and subject to the condition that the Representative of any such Second First Lien Priority Class Debt (each, a “Second First Lien Priority Class Debt Representative”), acting on behalf of the holders of such Second First Lien Priority Class Debt (such Representative and holders in respect of any Second First Lien Priority Class Debt being referred to as the “Second First Lien Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (iA) through (viC), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Super Senior Facilities (the “Super Senior Class Debt”; and the Super Senior Class Debt and Second First Lien Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Super Senior Collateral Documents, if and subject to the condition that the Representative of any such Super Senior Class Debt (each, a “Super Senior Class Debt Representative”; and the Super Senior Class Debt Representatives and Second First Lien Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Super Senior Class Debt (such Representative and holders in respect of any such Super Senior Class Debt being referred to as the “Super Senior Class Debt Parties; and the Super Senior Class Debt Parties and Second First Lien Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to (x) an Applicable Intercreditor Agreement pursuant to Article VIII, and (y) this Agreement by satisfying the conditions set forth in clauses (iA) through (viC), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Junior Priority Debt DocumentsDocuments and this Agreement, the Company Borrowers may incur or issue and sell one or more series or classes of Second Junior Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraphin this Section 8.09. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then existing Senior Debt Documents and the Second Priority Debt Documents, the Company Parent Borrower may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Junior Priority Debt DocumentsDocuments then in effect, the Company Borrower or any other Grantor may incur or issue and sell Incur one or more series or classes of Second Additional Junior Priority Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Second Additional Junior Priority Debt (the “Second Junior Priority Class Debt”) may be secured by a second priority, subordinated Junior Priority Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior Priority Collateral Documents for such Second Junior Priority Class Debt, if and subject to the condition that the Representative of any such Second Junior Priority Class Debt (each, a “Second Junior Priority Class Debt Representative”), acting on behalf of the holders of such Second Junior Priority Class Debt (such Representative and holders in respect of any Second Junior Priority Class Debt being referred to as the “Second Junior Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Additional Senior Facilities Priority Debt (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and Second Junior Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Senior Priority Lien on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives and Second Junior Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt (such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior Priority Class Debt Parties”; and the Senior Priority Class Debt Parties and Second Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b). In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior Debt First Lien Loan Documents and the Second Priority Debt DocumentsLien Loan Documents and Section 5.3, the Company Grantors may incur (or issue and sell sell), secure and guarantee after the date hereof one or more series or classes of Second Priority Indebtedness that the Company designates as Additional First Lien Debt and and/or one or more series or classes of Indebtedness that the Company designates as Additional Senior Second Lien Debt (each, “Additional Debt”). Any such additional series or class or series of Second Priority Additional First Lien Debt (the “Second Priority Class Debt”) may be secured by a second first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement, the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) and (2) of Section 8.7(b). Upon any Additional First Lien Representative and Additional First Lien Collateral Agent so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional First Lien Obligations of such Series shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a junior-priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Lien Collateral Documents for such Series of Additional Second Priority Class Lien Debt, if and subject to the condition that that, unless such Indebtedness is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative and Second Lien Collateral Agent already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement, the Additional Second Lien Representative and Additional Second Lien Collateral Agent of any such Additional Second Priority Class Lien Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), each becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (i1) through and (vi2) of Section 8.7(b), as applicable, of the immediately succeeding paragraph. In order for Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a Class Debt Representative to become party hereto and becoming a party to this Agreement:the Second Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Junior Debt DocumentsDocuments and Section 5.03, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Additional Junior Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Additional Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Class DebtDocuments, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority such Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; , and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; , and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; ”, and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

Additional Debt Facilities. To the extent, but only to the extent, (x) permitted by the provisions of the then extant Senior Debt Documents and the Second Priority Junior Debt DocumentsDocuments and this Agreement and (y) consented to by the Designated Senior Representative, the Company Borrower may incur or issue and sell one or more series or classes of Second Priority Additional Junior Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Additional Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second junior priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior Collateral Documents for such Second Priority Junior Class Debt, if and subject to the condition that the Representative of any such Second Priority Junior Class Debt (each, a “Second Priority Junior Class Debt Representative”), acting on behalf of the holders of such Second Priority Junior Class Debt (such Representative and holders in respect of any Second Priority such Junior Class Debt being referred to as the “Second Priority Junior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Additional Senior Facilities Debt (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Junior Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Junior Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Junior Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viv), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement: