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: (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 Company 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 a Responsible Officer of the Company; 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.

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, (ii) a Lien on Term Priority Collateral that is pari passu with, or junior in priority to, the Lien securing the then outstanding First Lien Term Obligations and (iii) a Lien on Term Priority Collateral that is senior to, pari passu with, or junior in priority to, the Lien securing the then outstanding Second Lien Term Obligations, in each case 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: (ia) such Term 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) joinder agreement pursuant to which it becomes a Representative “Term Agent” hereunder, and the Term Class Debt in respect of which such Term Class Debt Representative is the Representative 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; (iib) the Company Borrower shall have delivered to the Designated Senior Representative ABL Agent and the Controlling Term Agent an Officerofficer’s Certificate certificate stating that the conditions set forth in this Section 8.09 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 Second Priority Debt Documents or Senior Debt material Term Documents, as applicable, relating to such Term Class Debt, certified as being true and correct in all material respects by a an Responsible Officer (as defined in the ABL Credit Agreement) of the CompanyBorrower; and (iiic) the Second Priority Term Debt Documents or Senior Debt Documents, as applicable, 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 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: (iA) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III II (if such Representative is a Second Junior Priority Class Debt Representative) or Annex IV III (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 constitutes Additional Senior Debt Obligations or Additional Junior Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Additional Junior Priority Debt Parties, as applicable; (iiB) the Company Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Additional Junior Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Additional Junior Priority Debt andObligations, on a junior basis under each of the Junior Priority Debt Documents and (b) if requested, shall have delivered true and complete copies of each of the Second 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 an authorized officer of the CompanyBorrower; and (iiiC) the Second 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 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: (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 Company 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 a Responsible Officer of the Company; 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.

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: (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 Collateral Agent 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 Company Parent Borrower shall have delivered to the Senior Collateral Agent and the Designated Senior Second Priority 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 a Responsible Officer of the CompanyParent Borrower; (iii) in the case of any Second Priority Class Debt, all filings, recordations and/or amendments or supplements to the Second Priority Collateral Documents necessary or desirable in the opinion of the Designated Second Priority Representative to confirm and perfect the second priority Liens securing the relevant Second Priority Debt Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Designated Second Priority Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Collateral Agent); (iv) in the case of any Senior Class Debt, all filings, recordations and/or amendments or supplements to the Senior Collateral Documents necessary or desirable in the opinion of the Senior Collateral Agent to confirm and perfect the senior Liens securing the relevant Senior Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Senior Collateral Agent), and all fees and taxes in connection therewith shall have been paid; and (iiiv) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide provide, in a manner reasonably satisfactory to the Senior Collateral Agent and the Designated Second Priority Representative, 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 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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III II (if such Representative is a Second Priority Class Debt Representative) or Annex IV III (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 Company Borrower shall have delivered to the Designated Senior Representative an Officerofficer’s Certificate certificate stating that the conditions set forth in this Section 8.09 are satisfied (or waived) with respect to such Class Debt and, if requested, true and complete copies of each of the material Second Priority Debt Documents or material Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct in all material respects by a Responsible an Authorized Officer of the CompanyBorrower; and identifying the obligations to be designated as Additional Senior Debt or Second Priority Debt, as applicable, and certifying that such obligations are permitted to be incurred and secured (I) in the case of Additional Senior Debt, on a senior basis under each of the Senior Debt Documents and (II) in the case of Second Priority Debt, on a junior basis under each of the Second Priority Debt Documents; 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.

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: (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 constitutes Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Second Priority Debt Parties, as applicable; (ii) the Company Parent Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Second Priority Debt andObligations, on a junior basis under each of the Second Priority Debt Documents and (b) if requested, shall have delivered 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 a Responsible Officer an authorized officer of the CompanyParent Borrower; 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.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the Senior First-Lien Debt Documents and the Second Priority Junior-Lien Debt DocumentsDocuments which are then in effect, the Company may incur or issue and sell one or more series or classes of Second Priority Junior-Lien Debt and one or more series or classes of Additional Senior Debtafter the date hereof. Any such additional class or series of Second Priority Junior-Lien Debt (the “Second Priority Class Additional Junior-Lien Debt”) may be secured by a second priority, subordinated junior Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior-Lien Collateral Documents for such Second Priority Class Additional Junior-Lien Debt, if and subject to the condition that the Junior-Lien Authorized Representative and the Junior-Lien Collateral Agent of any such Second Priority Class Additional Junior-Lien Debt (eachsuch Junior-Lien Authorized Representative and such Junior-Lien Collateral Agent, a each an “Second Priority Class Additional Junior-Lien Debt Representative”), acting on behalf of the holders of such Second Priority Class Additional Junior-Lien Debt (such Representative Additional Junior-Lien Debt Representatives and holders in respect of any Second Priority Class Additional Junior-Lien Debt being referred to as the “Second Priority Class Debt Additional Junior-Lien Secured 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 paragraph. In order for a Class an Additional Junior-Lien Debt Representative to become a party to this Agreement: (i) such Class each Additional Junior-Lien Debt Representative of the respective class or series of Additional Junior-Lien Debt and each Grantor then party hereto shall have executed and delivered to the Applicable First-Lien Authorized Representative 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) hereto (with such changes as may be reasonably approved by the Designated Senior Applicable First-Lien Authorized Representative and such Class Additional Junior-Lien Debt Representative) pursuant to which it such Additional Junior- Lien Debt Representative (or each such Additional Junior-Lien Debt Representative, as appropriate) becomes a an Authorized Representative hereunder, and the Class Additional Junior-Lien Debt in respect of which such Class Additional Junior-Lien Debt Representative is the Authorized Representative and the related Class Debt Additional Junior-Lien Secured Parties become subject hereto and bound hereby; (ii) the Company 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, Applicable First-Lien Collateral Agent (x) true and complete copies of each of the Second Priority Junior-Lien Debt Documents or Senior Debt Documents, as applicable, relating to such Class DebtAdditional Junior-Lien Debt (which shall be secured by all or any portion of Shared Collateral), certified as being true and correct by a Responsible Officer of the Company, and (y) a certificate of an authorized officer (A) identifying the obligations to be designated as additional Junior-Lien Obligations and the initial aggregate principal amount or face amount thereof and (B) certifying that the incurrence of such Junior-Lien Obligations, the creation of the Liens securing such Junior-Lien Obligations and the designation of such Junior-Lien Obligations as “Junior-Lien Obligations” hereunder do not violate or result in a default under any provision of any First-Lien Debt Document or Junior-Lien Debt Document in effect at such time; and (iii) the Second Priority Debt Documents or Senior Junior-Lien Debt Documents, as applicable, relating to such Class Additional Junior-Lien Debt shall provide provide, in a manner reasonably satisfactory to the Applicable First-Lien Authorized Representative, that each Class Debt Additional Junior-Lien Secured Party with respect to such Class Additional Junior-Lien Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Additional Junior-Lien Debt. (b) Any class or series of Additional First-Lien Debt or any replacement Credit Agreement (and the related First-Lien Obligations) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant First-Lien Collateral Documents and the First-Lien Intercreditor Agreement. The First-Lien Authorized Representative and the First-Lien Collateral Agent of any such First-Lien Facilities (such First-Lien Authorized Representative and such First-Lien Collateral Agent, each an “Additional First-Lien Debt Representative”), acting on behalf of the holders of such First-Lien Facilities, may become a party to this Agreement by satisfying the conditions set forth in the immediately succeeding sentence. In order for an Additional First-Lien Debt Representative to become a party to this Agreement, such Additional First-Lien Debt Representative shall have executed and delivered to the Applicable First-Lien Authorized Representative a Joinder Agreement substantially in the form of Annex IV hereto (with such changes as may be reasonably approved by the Applicable First-Lien Authorized Representative and such Additional First-Lien Debt Representative) pursuant to which such Additional First-Lien Debt Representative becomes a First-Lien Authorized Representative and/or First-Lien Collateral Agent hereunder. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ABOVE IN THIS SECTION 8.8(b) OR ELSEWHERE IN THIS AGREEMENT, EACH FIRST- LIEN AUTHORIZED REPRESENTATIVE WHICH AT ANY TIME IS AN “AUTHORIZED REPRESENTATIVE” UNDER, AND AS DEFINED IN, THE FIRST-LIEN INTERCREDITOR AGREEMENT, AND ALL “FIRST LIEN SECURED PARTIES” AS DEFINED IN THE FIRST-LIEN INTERCREDITOR AGREEMENT (WITH RESPECT TO THE FIRST LIEN OBLIGATIONS HELD BY THEM FROM TIME TO TIME), SHALL AUTOMATICALLY BE ENTITLED TO THE BENEFIT OF ALL PROVISIONS OF THIS AGREEMENT (AND SHALL CONSTITUTE THIRD-PARTY BENEFICIARIES HEREOF) WHETHER OR NOT THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES (AS DEFINED IN THE FIRST- LIEN INTERCREDITOR AGREEMENT) SHALL HAVE BECOME PARTY HERETO OR TAKEN THE ACTIONS DESCRIBED ABOVE IN THIS SECTION 8.8(b). THE PROVISIONS OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PROVISIONS OF THIS PARAGRAPH) ARE ENTERED INTO FOR THE EXPRESS BENEFIT OF THE FIRST-LIEN SECURED PARTIES AND MAY NOT BE MODIFIED TO THEIR DETRIMENT WITHOUT THE CONSENT OF THE AUTHORIZED REPRESENTATIVES FOR EACH CLASS OF FIRST-LIEN OBLIGATIONS THEN OUTSTANDING.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt 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 CollateralABL Priority Collateral and (ii) a Lien on Term Priority Collateral that is pari passu with, or junior in priority to, the Lien securing the then outstanding Term Obligations, in each case 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: (ia) such Term 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) joinder agreement pursuant to which it becomes a Representative “Term Agent” hereunder, and the Term Class Debt in respect of which such Term Class Debt Representative is the Representative Term Agent and the related Term Class Debt Parties become subject hereto and bound hereby; (iib) the Company shall have delivered to the Designated Senior Representative ABL Agent and the Controlling Term Agent an Officerofficer’s Certificate certificate designating such Term Class Debt as “Term Obligations” under this Agreement and stating that the conditions set forth in this Section 8.09 7.20 are satisfied (or waived) with respect to such Term Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or Senior Debt material Term Documents, as applicable, relating to such Term Class Debt, certified as being true and correct in all material respects by a Responsible an Authorized Officer (as defined in the ABL Credit Agreement) of the Company; and (iiic) the Second Priority Debt Term Documents or Senior Debt Documents, as applicable, 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 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: (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 Company 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 a Responsible Officer of the Company; 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.

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 any 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 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 Additional Second Priority Class Debt, if and subject to the condition that the Representative of any such Additional Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Additional Second Priority Class Debt (such Representative and holders in respect of any Additional Second Priority Class Debt being referred to as the “Additional 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 (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 Additional 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”)Debt, acting on behalf of the holders of such Additional 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) II (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 Additional Second Priority Debt or Additional Senior Debt, as the case may be, in respect of which such Class Debt Representative is the Representative constitutes Additional Senior Debt or Additional Second Priority Debt, as applicable, and the related Class Additional Second Priority Debt Parties or Additional Senior Debt Parties, as applicable, become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Second Priority Debt Parties, as applicable; (ii) the Company any Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt or Additional Second Priority Debt, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Additional Second Priority Debt, on a junior basis under each of the Additional Second Priority Debt and, Documents and (b) if requested, shall have delivered true and complete copies of each of the Additional Second Priority Debt Documents or Additional Senior Debt Documents, as applicable, relating to such Class Additional Senior Debt or Additional Second Priority Debt, certified as being true and correct by a Responsible Officer an authorized officer of the Companysuch Borrower; and (iii) the Additional Second Priority Debt Documents or Additional Senior Debt Documents, as applicable, relating to such Class Additional Second Priority Debt or Additional Senior Debt shall provide that each Class Additional Second Priority Debt Party or Additional Senior Debt Party, as applicable, with respect to such Class Additional Second Priority Debt or Additional Senior Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Additional Second Priority Debt or Additional Senior Debt.

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: (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 Company 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 a Responsible Officer of the Company; 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.

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: (i) 8.9.1. 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 constitutes Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Second Priority Debt Parties, as applicable; 8.9.2. the Borrowers (iia) the Company shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Second Priority Debt andObligations, on a junior basis under each of the Second Priority Debt Documents and (b) if requested, shall have delivered 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 a Responsible Officer an authorized officer of the Companyeach Borrower; and (iii) 8.9.3. 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.

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: (iA) 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; (iiB) the Company 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 a Responsible Officer of the Company; and (iiiC) 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III II (if such Representative is a Second Priority Class Debt Representative) or Annex IV III (if such Representative is a Senior First Lien Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior First Priority 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 Company Borrower shall have delivered to the Designated Senior First Priority Representative and the Designated Second Lien 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 First Priority Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible an Authorized Officer of the CompanyBorrower; and (iii) the Second Priority Debt Documents or Senior First Priority Debt Documents, as applicable, relating to such Class Debt shall provide provide, or shall be amended on terms and conditions reasonably approved by the Designated First Priority Representative and such Class Debt Representative, 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. (b) With respect to any Class Debt that is issued or incurred after the Closing Date, the Borrower and each of the other Grantors agree to take such actions (if any) as may from time to time reasonably be requested by any First Priority Representative or any Second Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Designated First Priority Representative and the Designated Second Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

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: (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 Company 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 a Responsible Officer of the Company; 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.

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 Priority Class Debt”) may be secured by a senior Lien on Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if, to the 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”), 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”) becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 15.09(b). Any such additional class or series of Additional Senior Subordinated Priority Debt (the “Senior Subordinated Priority Class Debt”; and the Senior Priority Class Debt, the Second Priority Class Debt and Second the Senior Subordinated Priority Class Debt, collectively, the “Class Debt”) may (A) be secured by a senior Lien on Shared Collateral, in each case Collateral on a junior basis to the Liens securing any Senior Priority Obligations and any Second Priority Debt Obligations under and pursuant to the Senior Subordinated Priority Collateral Documents, if and subject or (B) may be unsecured, in each case, 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 Subordinated Priority Class Debt (each, a “Senior Subordinated Priority Class Debt Representative”; and the Senior Priority Class Debt Representatives, the Second Priority Class Debt Representatives and Second the Senior Subordinated Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Subordinated Priority Class Debt (such Representative and holders in respect of any such Senior Subordinated Priority Class Debt being referred to as the “Senior Subordinated Priority Class Debt Parties”; and the Senior Priority Class Debt Parties Parties, the Second Priority Class Debt Parties, and Second the Senior Subordinated 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 15.09(b). 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 Company 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 a Responsible Officer of the Company; 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.

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: (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 Company 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 a Responsible Officer of the Company; 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.

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 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: (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 Company 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 a Responsible Officer of the Company; 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.

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: (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 Company 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 a Responsible Officer of the Company; 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.

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: (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 Company 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 a Responsible Officer of the Company; 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.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt 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 CollateralABL Priority Collateral and (ii) a Lien on Term Priority Collateral that is pari passu with, or junior in priority to, the Lien securing the then outstanding Term Obligations, in each case 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 (i) through (viiii), 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: (ia) such Term 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) joinder agreement pursuant to which it becomes a Representative “Term Agent” hereunder, and the Term Class Debt in respect of which such Term Class Debt Representative is the Representative Term Agent and the related Term Class Debt Parties become subject hereto and bound hereby; (iib) the Company shall have delivered to the Designated Senior Representative ABL Agent and the Controlling Term Agent an Officerofficer’s Certificate certificate designating such Term Class Debt as “Term Obligations” under this Agreement and stating that the conditions set forth in this Section 8.09 7.20 are satisfied (or waived) with respect to such Term Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or Senior Debt material Term Documents, as applicable, relating to such Term Class Debt, certified as being true and correct in all material respects by a Responsible an Authorized Officer (as defined in the ABL Credit Agreement) of the Company; and (iiic) the Second Priority Debt Term Documents or Senior Debt Documents, as applicable, 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 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: (iA) 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; (iiB) the Company 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 a Responsible an Authorized Officer of the CompanyBorrower; and (iiiC) 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.

Additional Debt Facilities. To (a) So long as permitted by each of the extentSecond Priority Debt Documents and the First Priority Debt Documents then in effect and this Agreement, but only the Borrower may from time to time designate Indebtedness and other obligations at the time of incurrence to be secured by the First Priority Collateral (or a portion thereof) on a pari passu basis with the then outstanding First Priority Debt Obligations and/or secured on a senior basis to the extentthen outstanding Second Priority Debt Obligations (any Indebtedness so designated, the “Additional First Priority Debt”) by delivering to the Controlling Representative and the Designated Second Priority Representative (i) a certificate signed by a Responsible Officer of the Borrower (w) identifying the Indebtedness so designated and the aggregate principal amount or face amount thereof, (x) stating that such Indebtedness is designated as Additional First Priority Debt for purposes hereof, (y) representing that such designation of such Indebtedness as Additional First Priority Debt complies with the terms of this Agreement and with the Second Priority Debt Documents and the First Priority Debt Documents then outstanding and (z) specifying the name and address of the Representative for such Indebtedness and other obligations and (ii) a fully executed Joinder Agreement. (b) So long as permitted by the provisions each of the Senior First Priority Debt Documents and the Second Priority Debt DocumentsDocuments then in effect and this Agreement, the Company Borrower may incur from time to time designate Indebtedness and other obligations at the time of incurrence to be secured by the Second Priority Collateral (or issue and sell one or more series or classes of a portion thereof) on a pari passu basis with the then outstanding Second Priority Debt Obligations and one or more series or classes of secured on a subordinated basis with the then outstanding First Priority Debt Obligations (any Indebtedness so designated, the “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 delivering to the relevant Controlling Representative and the Designated 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: (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 Company 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 certificate signed by a Responsible Officer of the Company; and Borrower (iiiw) identifying the Indebtedness so designated and the aggregate principal amount or face amount thereof, (x) stating that such Indebtedness is designated as Additional Second Priority Debt for purposes hereof, (y) representing that such designation of such Indebtedness as Additional Second Priority Debt complies with the terms of this Agreement and with the First Priority Debt Documents and the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to then outstanding and (z) specifying the name and address of the Representative for such Class Debt shall provide that each Class Debt Party with respect to such Class Debt will be subject to Indebtedness and bound by the provisions of this Agreement in its capacity as other obligations and (ii) a holder of such Class Debtfully executed Joinder 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. Section 8.09(b). (b) 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 Collateral Agent 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 Company Borrower shall have delivered to the Senior Collateral Agent and the Designated Senior Second Priority 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 a the Responsible Officer of the CompanyBorrower; (iii) in the case of any Second Priority Class Debt, all filings, recordations and/or amendments or supplements to the Second Priority Collateral Documents necessary or desirable in the opinion of the Designated Second Priority Representative to confirm and perfect the second priority Liens securing the relevant Second Priority Debt Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Designated Second Priority Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Collateral Agent); (iv) in the case of any Senior Class Debt, all filings, recordations and/or amendments or supplements to the Senior Collateral Documents necessary or desirable in the opinion of the Senior Collateral Agent to confirm and perfect the senior Liens securing the relevant Senior Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Senior Collateral Agent), and all fees and taxes in connection therewith shall have been paid; and (iiiv) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide provide, in a manner reasonably satisfactory to the Senior Collateral Agent and the Designated Second Priority Representative, 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. (a) 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 Series of Additional Second Priority Debt and one or more series or classes Series of Additional Senior Debt. Any such additional class or series 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 Additional Second Priority Class Debt, if and subject to the condition that the Representative of any such Additional Second Priority Class Debt (each, a an “Additional Second Priority Class Debt Representative”), acting on behalf of the holders of such Additional 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”)Debt, 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 Additional 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 an “Additional Senior Class Debt Representative”; and the Additional Senior Class Debt Representatives and the Additional Second Priority Class Debt Representatives, collectively, the “Class Additional 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”)Debt, becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (viiii), as applicable, of the immediately succeeding paragraph. subsection (b) below. (b) In order for a Class an Additional Debt Representative to become a party to this Agreement: (i) such Class Additional Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III I (if such Representative is a an Additional Second Priority Class Debt Representative) or Annex IV II (if such Representative is a an Additional Senior Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Representative and such Class Additional Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Additional Debt in respect of which such Class Additional Debt Representative is the Representative and the related Class Additional Debt Parties become subject hereto and bound hereby; (ii) the Company Borrower shall have delivered to the Designated Senior Representative and the Designated Second Priority Representative an Officer’s Certificate stating designating such Additional Debt as a Senior Debt Facility or Second Priority Debt Facility hereunder, certifying that the incurrence of such Indebtedness and its designation as such hereunder is permitted by each Senior Debt Document and Second Priority Debt Document and that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Additional 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 Additional Debt, certified as being true and correct by a Responsible Officer of the CompanyBorrower; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Additional Debt shall provide that each Class Additional Second Priority Debt Party or Additional Senior Debt Party, as applicable, with respect to such Class Additional Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Additional Debt. (c) For the avoidance of doubt, in the event any Additional Senior Debt or Additional Second Priority Debt is incurred under a then-existing Senior Debt Facility or Second Priority Facility, as applicable (and the Representative with respect to such Senior Debt Facility or Second Priority Facility, as applicable, is already party to this Agreement as a Senior Representative or Second Priority Representative, as applicable), then such Representative does not need to execute any of the Joinder Agreements referred to above and the certificate and documents referred to in Section 8.09(b)(ii) above are not required to be delivered.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement to the Designated Senior Representative and the Designated Junior Representative substantially in the form of Annex III (if such Representative is a Second Priority Junior 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 Company Borrower shall have delivered to the Designated Senior Representative and the Designated Junior Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied (or waived) with respect to such Class Debt and, if requestedrequested by the Designated Senior Representative or the Designated Junior Representative, true and complete copies of each of the Second Priority Junior Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct in all material respects by a Responsible an Authorized Officer of the CompanyBorrower; and identifying the obligations to be designated as Additional Senior Debt or Junior Debt, as applicable, and certifying that such obligations are permitted to be incurred and secured by a Lien on the applicable Collateral (I) in the case of Additional Senior Debt, on a basis senior in priority to the Junior Debt Obligations and equal priority (but without regard to control of remedies) with the Senior Debt Obligations under each of the Senior Debt Documents and the Junior Debt Documents and (II) in the case of Junior Debt, on a basis junior in priority to the Senior Debt Obligations and equal priority (but without regard to control of remedies) with Junior Debt Obligations under each of the Junior Debt Documents and the Senior Priority Debt Documents; and (iii) the Second Priority Junior 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 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: (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 Company 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 a Responsible Officer of the Company; 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.

Additional Debt Facilities. 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: (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 Company 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 a Responsible Officer of the Company; 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.

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 Debt and one or more series or classes of Additional Senior Junior 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 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 Junior Class Debt (such Representative and holders in respect of any such Senior Junior 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 “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 9.09. In order for a Junior Class Debt Representative to become a party to this Agreement: (i) such Junior Class Debt Representative shall have executed and delivered a Joinder Agreement to the Designated Senior Representative and the Designated Junior Representative 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) Axxxx XXX (with such changes as may be reasonably approved by the Designated Senior Representative and such Junior Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Junior Class Debt in respect of which such Junior Class Debt Representative is the Representative and the related Junior Class Debt Parties become subject hereto and bound hereby; (ii) the Company shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that and the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, Designated Junior Representative true and complete copies of each of the Second Priority Junior Debt Documents or Senior Debt Documents, as applicable, relating to such Junior Class Debt, certified as being true and correct by a Responsible Officer of the Company; (iii) in the case of any Junior Class Debt, all filings, recordations and/or amendments or supplements to the Junior Collateral Documents necessary to confirm and perfect the junior priority Liens securing the relevant Junior Obligations relating to such Junior Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Designated Junior Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Designated Senior Representative); (iv) the Company shall have delivered to the Designated Senior Representative and the Designated Junior Representative an Officer’s Certificate stating that such Additional Junior Debt Obligations are permitted by each applicable Junior Debt Document to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional Junior Debt Obligations under any applicable Junior Debt Document, the relevant Grantors have obtained the requisite consent; and (iiiv) the Second Priority Junior Debt Documents or Senior Debt Documents, as applicable, relating to such Junior Class Debt shall provide provide, in a manner reasonably satisfactory to the Designated Senior Representative, that each Junior Class Debt Party with respect to such Junior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Junior Class Debt.

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 this Section 9.4. Upon any Additional Second Priority Representative so becoming a party hereto and becoming a party to 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. (ib) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt an Additional Representative to become a party to this Agreement: (i) such Class Debt Additional Representative shall have executed and delivered to each other then-existing First Priority Representative and Second Priority Representative 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) Exhibit A hereto (with such changes as may be reasonably approved by the Designated Senior First Priority Representative and such Class Debt Additional Representative) pursuant to which it such Additional Representative becomes a an Additional First Priority Representative hereunder, and the Class Debt in respect of which such Class Debt or Additional Second Priority Representative is the Representative hereunder and the related Class Debt First Priority Secured Parties or Second Priority Secured Parties, as applicable, become subject hereto and bound hereby; (ii) the Company Borrower shall have delivered a designation to each other then-existing First Priority Representative and Second Priority Representative substantially in the Designated Senior Representative form of Exhibit B hereto, pursuant to which an Officer’s Certificate stating officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Priority Debt or Additional Second Priority Debt, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) identify the Additional First Priority Agreement or Additional Second Priority Agreement as applicable, (C) specify the name and address of the applicable Additional Representative, (D) certify that the conditions set forth in this Section 8.09 are satisfied with respect such Additional Debt, is permitted to be incurred, secured and guaranteed by each then extant First Priority Agreement and Second Priority Agreement and (D) attach to such Class Debt and, if requested, designation true and complete copies of each of the First Priority Agreement or Second Priority Debt Documents or Senior Debt DocumentsAgreement, as applicable, relating to such Class Additional First Priority Debt or Additional Second Priority Debt, certified as being true and correct by a Responsible Officer of the Company; andapplicable. (iii) Upon the execution and delivery of a Joinder Agreement by an Additional First Priority Representative or an Additional Second Priority Representative, as the case may be, in each case in accordance with this Section 9.4, each other First Priority Representative and Second Priority Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional Representative; provided that the failure of any First Priority Representative or Second Priority Representative to so acknowledge or return the same shall not affect the status of such Additional Debt as Additional First Priority Debt or Additional Second Priority Debt, as the case may be, if the other requirements of this Section 9.4 are complied with. (c) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under any Additional First Priority Agreement or Additional Second Priority Agreement, in each case, of a Series of Additional First Priority Debt or Series of Additional Second Priority Debt Documents whose Representative (acting in such capacity) is already a party to each of this Agreement and the First Priority Pari Passu Intercreditor Agreement or Senior Debt DocumentsSecond Priority Pari Passu Intercreditor Agreement, as applicable, relating the requirements of Section 9.4 shall not be applicable and such Indebtedness shall automatically constitute Additional First Priority Debt or Additional Second Priority Debt so long as such Indebtedness is permitted to such Class Debt shall provide that be incurred, secured and guaranteed by each Class Debt Party with respect to such Class Debt will be subject to First Priority Agreement and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtSecond Priority 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, then in effect, the Company Obligors may incur or issue and sell (and the Obligors 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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement to the Designated Senior Representative and the Designated Junior Representative substantially in the form of Annex III Axxxx XXX (if such Representative is a Second Priority Class Debt Representative) or Annex IV Axxxx XX (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 Company Obligors shall have delivered to the Designated Senior Representative and the Designated Junior Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied (or waived) with respect to such Class Debt and, if requestedrequested by the Designated Senior Representative or the Designated Junior Representative, 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 in all material respects by a Responsible an Authorized Officer of the CompanyObligors; and identifying the obligations to be designated as Additional Senior Debt or Second Priority Debt, as applicable, and certifying that such obligations are permitted to be incurred and secured by a Lien on the applicable Collateral (I) in the case of Additional Senior Debt, on a basis senior in priority to the Second Priority Debt Obligations and equal priority (but without regard to control of remedies) with the Senior Debt Obligations under each of the Senior Debt Documents and the Second Priority Debt Documents then in effect and (II) in the case of Second Priority Debt, on a basis junior in priority to the Senior Debt Obligations and equal priority (but without regard to control of remedies) with Second Priority Debt Obligations under each of the Second Priority Debt Documents and the Senior Priority Debt Documents then in effect; 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III II (if such Representative is a Second Priority Class Debt Representative) or Annex IV III (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 Company shall have delivered to the Designated Senior Representative and Designated Second Priority 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 a Responsible Officer of the Company; 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.

Additional Debt Facilities. 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: (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 Company 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 a Responsible Officer of the Company; 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.

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 this Section 9.4. Upon any Additional Second Priority Representative so becoming a party hereto and becoming a party to 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. (ib) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt an Additional Representative to become a party to this Agreement: (i) such Class Debt Additional Representative shall have executed and delivered to each other then-existing First Priority Representative and Second Priority Representative 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) Exhibit A hereto (with such changes as may be reasonably approved by the Designated Senior First Priority Representative and such Class Debt Additional Representative) pursuant to which it such Additional Representative becomes a an Additional First Priority Representative hereunder, and the Class Debt in respect of which such Class Debt or Additional Second Priority Representative is the Representative hereunder and the related Class Debt First Priority Secured Parties or Second Priority Secured Parties, as applicable, become subject hereto and bound hereby; (ii) the Company Borrower shall have delivered a designation to each other then-existing First Priority Representative and Second Priority Representative substantially in the Designated Senior Representative form of Exhibit B hereto, pursuant to which an Officer’s Certificate stating officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Priority Debt or Additional Second Priority Debt, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) identify the Additional First Priority Agreement or Additional Second Priority Agreement as applicable, (C) specify the name and address of the applicable Additional Representative, (D) certify that the conditions set forth in this Section 8.09 are satisfied with respect such Additional Debt, is permitted to be incurred, secured and guaranteed by each then extant First Priority Agreement and Second Priority Agreement and (D) attach to such Class Debt and, if requested, designation true and complete copies of each of the First Priority Agreement or Second Priority Debt Documents or Senior Debt DocumentsAgreement, as applicable, relating to such Class Additional First Priority Debt or Additional Second Priority Debt, certified as being true and correct by a Responsible Officer of the Company; andapplicable. (iii) Upon the execution and delivery of a Joinder Agreement by an Additional First Priority Representative or an Additional Second Priority Representative, as the case may be, in each case in accordance with this Section 9.4, each other First Priority Representative and Second Priority Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional Representative; provided that the failure of any First Priority Representative or Second Priority Representative to so acknowledge or return the same shall not affect the status of such Additional Debt as Additional First Priority Debt or Additional Second Priority Debt, as the case may be, if the other requirements of this Section 9.4 are complied with. (c) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under any Additional First Priority Agreement or Additional Second Priority Agreement, in each case, of a Series of Additional First Priority Debt or Series of Additional Second Priority Debt Documents whose Representative is already a party to each of this Agreement and the First Priority Pari Passu Intercreditor Agreement or Senior Debt DocumentsSecond Priority Pari Passu Intercreditor Agreement, as applicable, relating the requirements of Section 9.4 shall not be applicable and such Indebtedness shall automatically constitute Additional First Priority Debt or Additional Second Priority Debt so long as such Indebtedness is permitted to such Class Debt shall provide that be incurred, secured and guaranteed by each Class Debt Party with respect to such Class Debt will be subject to First Priority Agreement and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtSecond Priority 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: (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 Company 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 a Responsible Officer of the Company; 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement Representatives Supplement substantially in the form of Annex III II (if such Representative is a Second Junior Priority Class Debt Representative) or Annex IV III (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 Company Borrower shall have delivered to the Designated Senior Representative and Designated Junior Representative a certificate of an appropriate officer (an “Officer’s Certificate 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 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 CompanyBorrower; and (iii) the Second 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. (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. Collateral in accordance with the terms hereof and thereof. (b) In order for an Additional Representative or, in the case of a Class Debt Replacement First Lien Credit Agreement, the Replacement First Lien Representative in respect thereof, or, in the case of a Replacement Second Lien Credit Agreement, the Replacement Second Lien Representative in respect thereof, to become a party to this Agreement: (i1) such Class Debt Additional Representative, such Replacement First Lien Representative or such Replacement Second Lien Representative shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Annex III Exhibit I hereto (if such Representative is an Additional Second Lien Representative or in the case of a Replacement Second Priority Class Debt RepresentativeLien Credit Agreement) or Annex IV Exhibit II hereto (if such Representative is an Additional First Lien Representative or in the case of a Senior Class Debt RepresentativeReplacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated Senior First Lien Representative and such Class Debt Representative) pursuant to which it (x) such Additional Representative becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative hereunder and the related Class Debt First Lien Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby, (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the Initial First Lien Credit Agreement hereunder and such Initial First Lien Obligations and holders of such Initial First Lien Obligations become subject hereto and bound hereby or (z) such Replacement Second Lien Representative becomes the Initial Second Lien Representative hereunder, such Replacement Second Lien Credit Agreement becomes the Initial Second Lien Credit Agreement hereunder and such Initial Second Lien Obligations and holders of such Initial Second Lien Obligations become subject hereto and bound hereby; (ii2) the Company Borrower shall have delivered a Designation to each other then-existing Representative substantially in the Designated Senior form of Exhibit III hereto, pursuant to which a Responsible Officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations, Additional Second Lien Obligations, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative, the Replacement First Lien Representative an Officer’s Certificate stating or the Replacement Second Lien Representative, as applicable, (C) certify that such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the applicable conditions set forth in this Section 8.09 8.7 are satisfied with respect to such Class Debt andAdditional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable, and is designated as a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable. Each of the Representatives shall be entitled to rely conclusively on the determination by the Borrower that such issuance and/or incurrence does not violate the provisions of the First Lien Documents and the Second Lien Documents, if requestedsuch determination is set forth in such officer’s certificate delivered to each Representative; provided, however, that such certification will not affect whether or not the Grantors have complied with their undertakings in the First Lien Documents, the Second Lien Documents or any then existing Additional First Lien Document or Additional Second Lien Document, as applicable; and (3) the Borrower shall have delivered to each other Representative true and complete copies of each of the Second Priority Debt First Lien Documents or Senior Debt Second Lien Documents, as applicable, relating to such Class Additional First Lien Debt, Additional Second Lien Debt, the Replacement First Lien Credit Agreement or the Replacement Second Lien Credit Agreement, as applicable, certified as being true and correct by a Responsible Officer of the Company; andBorrower. (iiic) the The Additional Second Priority Debt Lien Documents or Senior Debt Additional First Lien Documents, as applicable, relating to such Class Debt Additional Obligations shall provide that each Class Debt Party of the applicable Secured Parties with respect to such Class Debt Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtAdditional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative or an Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, in each case, in accordance with this Section 8.7, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative or such Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, as the case may be; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) Each existing Representative shall promptly enter into such documents and agreements (including amendments, restatements, amendments and restatements, supplements or other modifications to this Agreement) as any existing Representative (but no other Secured Parties) may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (e) may be entered into by the existing Representatives without the consent of any other Secured Party to effect the provisions of this Section 8.7 and may contain additional intercreditor terms applicable solely to the holders of such Additional Debt vis-à-vis the holders of the relevant obligations hereunder or the holders of such Additional Debt vis-à-vis the Designated First Lien Representative and the First Lien Secured Parties or the Designated Second Lien Representative and the Second Lien Secured Parties, as applicable. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable First Lien Document and Second Lien Document.

Additional Debt Facilities. To the extent, but only to the extent, extent permitted by the provisions of the Senior Debt then extant ABL Documents and the Second Priority Debt Term Documents, the Company Borrower and each of their respective Subsidiaries 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 Term Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) Indebtedness may be secured by a second priority, subordinated Lien (x) Liens on Shared Collateralthe Term Priority Collateral that are senior to the Liens on the Term Priority Collateral securing the ABL Obligations and (y) Liens on the ABL Priority Collateral that are junior to the Liens on the ABL Priority Collateral securing the ABL Obligations, in each case under under, and pursuant to to, the relevant Second Priority Additional Term Collateral Documents for such Second Priority Class Additional Term Debt, if and subject to the condition that the Representative agent, trustee or other representative in respect of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”)Additional Term Debt, 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”)Additional Term Debt, becomes a party to this Agreement by satisfying conditions (ia) 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 (vic), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative any such agent, trustee or other representative to become a party to this Agreement: (ia) unless such Class Debt Representative agent, trustee or other representative for the applicable Indebtedness is already a party to this Agreement, such agent, trustee or other representative shall have executed and delivered a an Additional Term 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 such agent, trustee or other representative and such Class Debt Representative) pursuant to which it becomes a Representative hereundereach other party hereto), and the Class Additional Term Debt in respect of which such Class Debt Representative Person is the Representative agent, trustee or other representative constitutes Additional Term Obligations, and the related Class Debt Additional Term Secured Parties become subject hereto and bound herebyhereby as Additional Term Secured Parties; (iib) the Company shall have delivered to the Designated Senior Representative ABL Agent and Term Agent an Officer’s Certificate stating identifying the obligations to be designated as Additional Term Obligations and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured under each of the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt then extant ABL Documents and Term Documents and, if requested, true and complete copies of each of the Second Priority Debt material Additional Term Documents or Senior Debt Documents, as applicable, relating to such Class Additional Term Debt, certified as being true and correct by a Responsible Officer of the Company; and (iiic) the Second Priority Debt Additional Term Documents or Senior Debt Documents, as applicable, relating to such Class Additional Term Debt shall provide that each Class Debt Additional Term Secured Party with respect to such Class Additional Term Debt will be subject to to, and bound by by, the provisions of this Agreement in its capacity as a holder of such Class Additional Term Debt.

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: (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 Company 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 (or waived) with respect to such Class Debt and, if requested, true and complete copies of each of the material Second Priority Debt Documents or material Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct in all material respects by an Authorized Officer of each Borrower; and identifying the obligations to be designated as Additional Senior Debt or Second Priority Debt, as applicable, and certifying that such obligations are permitted to be incurred and secured by a Responsible Officer Lien on the applicable Collateral (I) in the case of Additional Senior Debt, on a basis senior in priority to the Second Priority Debt Obligations under each of the CompanySenior Debt Documents and (II) in the case of Second Priority Debt, on a basis junior in priority to the Senior Debt Obligations under each of the Second Priority Debt Documents; 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.

Additional Debt Facilities. 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 the immediately succeeding paragraph. In order for a Class Debt Representative shall also be entitled 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 Company 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 so secured by a Responsible Officer of second-priority, subordinated Lien on the Company; and (iii) Collateral in accordance with 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 terms hereof and bound by the provisions of this Agreement in its capacity as a holder of such Class Debtthereof.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III II (if such Representative is a Second Priority Class Debt Representative) or Annex IV III (if such Representative is a Senior Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Representative Collateral Agent and such Class Debt Representative) to the Senior Collateral Agent and the Designated Second Priority 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 Company shall have delivered to the Senior Collateral Agent and the Designated Senior Second Priority 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 a Responsible Officer the chief executive officer, president, chief financial officer or treasurer of the Company; (iii) in the case of any Second Priority Class Debt, all filings, recordations and/or amendments or supplements to the Second Priority Collateral Documents necessary or desirable in the opinion of the Designated Second Priority Representative to confirm and perfect the second priority Liens securing the relevant Second Priority Debt Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Designated Second Priority Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Senior Collateral Agent); (iv) in the case of any Senior Class Debt, all filings, recordations and/or amendments or supplements to the Senior Collateral Documents necessary or desirable in the opinion of the Senior Collateral Agent to confirm and perfect the Senior Lien securing the relevant Senior Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Senior Collateral Agent), and all fees and taxes in connection therewith shall have been paid; and (iiiv) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide provide, in a manner reasonably satisfactory to the Senior Collateral Agent and the Designated Second Priority Representative, 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 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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement to the Designated Senior Representative and the Designated Junior Representative substantially in the form of Annex III (if such Representative is a Second Priority Junior 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 Company Borrower shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that and the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, Designated Junior Representative true and complete copies of each of the Second Priority Junior 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; andBorrower; (iii) the Second Priority Borrower shall have delivered to the Designated Senior Representative and the Designated Junior Representative an Officer’s Certificate stating that such Additional Senior Debt Obligations or Additional Junior Debt Obligations are permitted to be incurred and secured on such basis by each applicable Senior Debt Document and Junior Debt Document then in effect, or to the extent a consent is otherwise required to permit the incurrence of such Additional Senior Debt Obligations or Additional Junior Debt Obligations under any applicable Senior Debt Document and Junior Debt Document, each Grantor has obtained the requisite consent; and (iv) the Junior Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide provide, in a manner reasonably satisfactory to the Designated Senior Representative, 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. (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 paragraphCollateral, 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 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 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 (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. (b) In order for an Additional First Lien Representative and an Additional First Lien Collateral Agent, or, in the case of a Class Debt Replacement First Lien Credit Agreement, in order for the Replacement First Lien Representative and the Replacement First Lien Collateral Agent in respect thereof, to become a party to this Agreement: (i1) such Class Debt Additional First Lien Representative and such Additional First Lien Collateral Agent or such Replacement First Lien Representative and such Replacement First Lien Collateral Agent shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Annex III Exhibit I hereto (if such Representative is a Second Priority Class Debt Representativean Additional First Lien Representative and such Collateral Agent is an Additional First Lien Collateral Agent) or Annex IV Exhibit II hereto (if such Representative is in the case of a Senior Class Debt RepresentativeReplacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated Senior First Lien Representative and such Class Debt RepresentativeRepresentative and such Collateral Agent) pursuant to which it such (x) such Additional First Lien Representative becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative Additional First Lien Collateral Agent becomes a Collateral Agent hereunder and the related Class Debt First Lien Secured Parties become subject hereto and bound hereby or (y) Replacement First Lien Representative becomes the First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the First Lien Credit Agreement hereunder and such First Lien Obligations and holders of such First Lien Obligations become subject hereto and bound hereby; (ii2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the Designated Senior form of Exhibit III hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations or First Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional First Lien Representative an Officer’s Certificate stating and Additional First Lien Collateral Agent or the Replacement First Lien Representative and Replacement First Lien Collateral Agent, (C) certify that such Additional First Lien Debt or First Lien Obligations are permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the conditions set forth in this Section 8.09 8.7 are satisfied with respect to such Class Additional First Lien Debt or First Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement and is designated as a Replacement First Lien Credit Agreement; and, if requested, (3) the Company shall have delivered to each other Collateral Agent true and complete copies of each of the Second Priority Debt First Lien Documents relating to such Additional First Lien Debt, or Senior Debt Documentsthe Replacement First Lien Credit Agreement, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer of the Company; and. (iiic) the Second Priority Debt The Additional First Lien Documents or Senior Debt Documents, as applicable, relating to such Class Debt Additional First Lien Obligations shall provide that each Class Debt Party of the applicable Secured Parties with respect to such Class Debt Additional First Lien Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtAdditional First Lien Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent or the Replacement First Lien Representative and the Replacement First Lien Collateral Agent, in each case, in accordance with this Section 8.7, each other Representative and Collateral Agent shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative and such Additional First Lien Collateral Agent or the Replacement First Lien Representative and the Replacement First Lien Collateral Agent, as the case may be; provided that the failure of any Representative or Collateral Agent to so acknowledge or return the same shall not affect the status of such Additional First Lien Obligations as Additional First Lien Obligations, or a Replacement First Lien Credit Agreement if the other requirements of this Section 8.7 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Additional First Lien Documents of a Series of Additional First Lien Debt whose Representative and Collateral Agent is already each a party to this Agreement or First Lien Pari Passu Intercreditor Agreement, as applicable, the requirements of Section 8.7(b) shall not be applicable and such Indebtedness shall automatically constitute Additional First Lien Debt so long as (i) such Indebtedness is permitted to be incurred, Secured and guaranteed by each First Lien Document and Second Lien Document and (ii) the provisions of paragraph (c) above have been complied with; provided, further, however that with respect to any such Indebtedness incurred, issued or sold pursuant to the terms of any Additional First Lien Documents of such existing Series of Additional First Lien Debt as such terms existed on the date the Representative and Collateral Agent for such Series of Additional First Lien Debt executed the Joinder Agreement, the requirements of clause (i) of this paragraph (e) shall be tested only as of (x) the date of execution of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement and (y) with respect to any later commitment or amendment to those terms to permit such Indebtedness, as of the date of such commitment and/or amendment.

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 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 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 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 8.7(b). Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a party hereto and becoming a party to the Second Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, as applicable, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the immediately succeeding paragraph. Collateral in accordance with the terms hereof and thereof. (b) In order for a Class Debt an Additional Representative and an Additional Collateral Agent to become a party to this Agreement: (i1) such Class Debt Additional Representative and such Additional Collateral Agent shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Annex III Exhibit A hereto (if such Representative is a an Additional Second Priority Class Debt Representative) or Annex IV (if Lien Representative and such Representative Collateral Agent is a Senior Class Debt Representativean Additional Second Lien Collateral Agent) (with such changes as may be reasonably approved by the Designated Senior First Lien Representative and such Class Debt RepresentativeRepresentative and such Collateral Agent) or Exhibit B hereto (if such Representative is an Additional First Lien Representative and such Collateral Agent is an Additional First Lien Collateral Agent) (with such changes as may be reasonably approved by the Designated First Lien Representative and such Representative and such Collateral Agent) pursuant to which it such Additional Representative becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative Additional Collateral Agent becomes a Collateral Agent hereunder and the related Class Debt Parties First Lien Claimholders or Second Lien Claimholders, as applicable, become subject hereto and bound hereby;; and (ii2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the Designated Senior form of Exhibit C hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations or Additional Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative an Officer’s Certificate stating and Additional Collateral Agent and (C) certify that such Additional Debt is permitted to be incurred, secured and guaranteed by each First Lien Loan Document and Second Lien Loan Document and that the conditions set forth in this Section 8.09 8.7 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Additional Debt. (c) The Additional Second Priority Debt Lien Loan Documents or Senior Debt Additional First Lien Loan Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer of the Company; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt Additional Obligations shall provide that each Class Debt Party of the applicable Claimholders with respect to such Class Debt Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtAdditional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent or an Additional Second Lien Representative and an Additional Second Lien Collateral Agent, as the case may be, in each case in accordance with this Section 8.7, each other Representative and Collateral Agent shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative and such Additional First Lien Collateral Agent or such Additional Second Lien Representative and such Additional Second Lien Collateral Agent, as the case may be; provided that the failure of any Representative or Collateral Agent to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Additional First Lien Loan Documents or Additional Second Lien Loan Documents of a Series of Additional First Lien Obligations or Series of Additional Second Lien Obligations whose Representative and Collateral Agent is already each a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement or Second Lien Pari Passu Intercreditor Agreement, as applicable, the requirements of Section 8.7(b) shall not be applicable and such Indebtedness shall automatically constitute Additional First Lien Obligations or Additional Second Lien Obligations so long as (i) such Indebtedness is permitted to be incurred, secured and guaranteed by each First Lien Loan Document and Second Lien Loan Document and

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 DocumentsDocuments then in effect, 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: (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 Company 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 a Responsible Officer of the Company; 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.

Additional Debt Facilities. To the extent, but only (a) Subject to the extent, permitted by the provisions terms of the Senior Debt Documents and the Second Priority Debt DocumentsNon-CPLV Lease, the Company Tenant may incur (or issue and sell sell), secure and guarantee one or more series or classes of Second Priority Indebtedness that Tenant designates as Additional Tenant Financing Debt. Such Additional Tenant Financing Debt and one may be in addition to the Credit Agreement and/or may refinance the Credit Agreement in full or more in part. Subject to the terms of the Non-CPLV Lease, any such series or classes class of Additional Senior Debt. Any such additional class or series of Second Priority Tenant Financing Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateralthe Non-CPLV Lease Collateral that is junior in priority to the Lien upon such Non-CPLV Lease Collateral securing the Non-CPLV Lease Obligations in accordance with the terms hereof, in each case under and pursuant to the relevant Second Priority Tenant Financing Collateral Documents for such Second Priority Class Series of Additional Tenant Financing Debt; provided, if and subject however, that unless such Indebtedness is part of an existing Series of Additional Tenant Financing Debt represented by a Tenant Financing Collateral Agent already party to this Agreement, the condition that the Representative Additional Tenant Financing Collateral Agent of any such Second Priority Class Additional Tenant Financing 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 (i1) through and (vi2) of Section 9.6(b). Upon any Additional Tenant Financing Collateral Agent so becoming a party hereto, as applicable, all Additional Tenant Financing Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the immediately succeeding paragraph. Non-CPLV Lease Collateral in accordance with the terms hereof and thereof. (b) In order for a Class Debt Representative an Additional Tenant Financing Collateral Agent to become a party to this Agreement: (i1) each such Additional Tenant Financing Collateral Agent must qualify as a Permitted Leasehold Mortgagee (as defined in the Lease); (2) such Class Debt Representative Additional Tenant Financing Collateral Agent shall have executed and delivered to each other then-existing Tenant Financing Collateral Agent and Landlord 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) Exhibit A hereto (with such changes as may be reasonably approved by the Designated Senior Representative such Persons and such Class Debt RepresentativeAdditional Tenant Financing Collateral Agent) pursuant to which it such Additional Tenant Financing Collateral Agent becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative Tenant Financing Collateral Agent hereunder and the related Class Debt Parties Tenant Financing Claimholders, as applicable, become subject hereto and bound hereby;; and (ii3) the Company Tenant shall have delivered a Designation to each other then-existing Tenant Financing Collateral Agent and Landlord substantially in the Designated Senior Representative an Officer’s Certificate stating form of Exhibit B hereto, pursuant to which Tenant shall (A) identify the Indebtedness to be designated as Additional Tenant Financing Obligations, (B) specify the name and address of the applicable Additional Tenant Financing Collateral Agent, and (C) certify that the conditions set forth in this Section 8.09 9.6 are satisfied with respect to such Class Debt andAdditional Tenant Financing Debt; provided that, if requested, true and complete copies in the case of each a replacement or refinancing of the Second Priority Debt Credit Agreement, the Tenant may identify in such Designation a particular Tenant Financing Collateral Agent as the new Credit Agreement Collateral Agent, and in such case, such Tenant Financing Collateral Agent shall be deemed to be the Credit Agreement Collateral Agent for all purposes hereunder and the Tenant Financing Documents or Senior Debt Documents, as applicable, to which such Credit Agreement Collateral Agent is party shall be deemed to the Credit Agreement Loan Documents for all purposes hereunder. (c) The Additional Tenant Financing Loan Documents relating to such Class Debt, certified as being true and correct by a Responsible Officer of the Company; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt Additional Tenant Financing Obligations shall provide that each Class Debt Party of the applicable Additional Tenant Financing Claimholders with respect to such Class Debt Additional Tenant Financing Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtAdditional Tenant Financing Obligations and the Tenant Financing Obligations related thereto shall be subject to the terms and provisions of this Agreement. (d) Upon the execution and delivery of a Joinder Agreement by an Additional Tenant Financing Collateral Agent in accordance with this Section 9.6, each other Tenant Financing Collateral Agent and Landlord shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional Tenant Financing Collateral Agent; provided that the failure of any Tenant Financing Collateral Agent or Landlord to so acknowledge or return the same shall not affect the status of such Additional Tenant Financing Obligations as Tenant Financing Obligations, if the other requirements of this Section 9.6 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Credit Agreement or the Additional Tenant Financing Loan Documents of a Series of Additional Tenant Financing Debt whose Tenant Financing Collateral Agent is already a party to this Agreement, the requirements of Section 9.6(b) shall not be applicable and such Indebtedness shall automatically constitute Additional Tenant Financing Debt subject to the provisions of this Agreement. (f) Landlord shall cause the Fee Mortgagee under any Fee Mortgage entered into after the date of this Agreement to become party to this Agreement as a Landlord Financing Lender by executing and delivering to each party hereto a joinder agreement in form and substance reasonably satisfactory to the Tenant Financing Collateral Agents pursuant to which such Fee Mortgagee agrees to be subject to and bound by the terms of this Agreement, including Section 2.1(c), as a Landlord Financing Lender.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III Xxxxx XXX (if such Representative is a Second Priority Class Debt Representative) or Annex IV Xxxxx XX (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 Company 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 (or waived) with respect to such Class Debt and, if requested, true and complete copies of each of the material Second Priority Debt Documents or material Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct in all material respects by an Authorized Officer of each Borrower; and identifying the obligations to be designated as Additional Senior Debt or Second Priority Debt, as applicable, and certifying that such obligations are permitted to be incurred and secured by a Responsible Officer Lien on the applicable Collateral (I) in the case of Additional Senior Debt, on a basis senior in priority to the Second Priority Debt Obligations under each of the CompanySenior Debt Documents and (II) in the case of Second Priority Debt, on a basis junior in priority to the Senior Debt Obligations under each of the Second Priority Debt Documents; 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement to the Designated Senior Representative and the Designated Junior Representative substantially in the form of Annex III (if such Representative is a Second Priority Junior Class Debt Representative) or Annex IV (if such Representative is a Senior Class Debt Representative) (in each case, 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 Company Borrower shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that and the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, Designated Junior Representative true and complete copies of each of the Second Priority Junior 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 CompanyBorrower Representative; (iii) in the case of any Junior Class Debt, all filings, recordations and/or amendments or supplements to the Junior Collateral Documents necessary to confirm and perfect the junior priority Liens securing the relevant Junior Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Designated Junior Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Designated Senior Representative); (iv) the Borrower shall have delivered to the Designated Senior Representative and the Designated Junior Representative a certificate of an appropriate officer stating that such Additional Senior Debt Obligations or Additional Junior Debt Obligations are permitted by each applicable Senior Debt Document and Junior Debt Document to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional Senior Debt Obligations or Additional Junior Debt Obligations under any applicable Senior Debt Document and Junior Debt Document, each Grantor has obtained the requisite consent; and (iiiv) the Second Priority Junior Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide provide, in a manner reasonably satisfactory to the Designated Senior Representative, 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. (a) To the extent, but only to the extent, permitted by the provisions of the Senior First-Lien Debt Documents and the Second Priority Junior-Lien Debt DocumentsDocuments which are then in effect, the Company may incur or issue and sell one or more series or classes of Second Priority Junior-Lien Debt and one or more series or classes of Additional Senior Debtafter the date hereof. Any such additional class or series of Second Priority Junior-Lien Debt (the “Second Priority Class Additional Junior-Lien Debt”) may be secured by a second priority, subordinated junior Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Junior-Lien Collateral Documents for such Second Priority Class Additional Junior-Lien Debt, if and subject to the condition that the Junior-Lien Authorized Representative and the Junior-Lien Collateral Agent of any such Second Priority Class Additional Junior-Lien Debt (eachsuch Junior-Lien Authorized Representative and such Junior-Lien Collateral Agent, a each an “Second Priority Class Additional Junior-Lien Debt Representative”), acting on behalf of the holders of such Second Priority Class Additional Junior-Lien Debt (such Representative Additional Junior-Lien Debt Representatives and holders in respect of any Second Priority Class Additional Junior-Lien Debt being referred to as the “Second Priority Class Debt Additional Junior-Lien Secured 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 paragraph. In order for a Class an Additional Junior-Lien Debt Representative to become a party to this Agreement: (i) such Class each Additional Junior-Lien Debt Representative of the respective class or series of Additional Junior-Lien Debt and each Grantor then party hereto shall have executed and delivered to the Applicable First-Lien Authorized Representative 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) hereto (with such changes as may be reasonably approved by the Designated Senior Applicable First-Lien Authorized Representative and such Class Additional Junior-Lien Debt Representative) pursuant to which it such Additional Junior-Lien Debt Representative (or each such Additional Junior-Lien Debt Representative, as appropriate) becomes a an Authorized Representative hereunder, and the Class Additional Junior-Lien Debt in respect of which such Class Additional Junior-Lien Debt Representative is the Authorized Representative and the related Class Debt Additional Junior-Lien Secured Parties become subject hereto and bound hereby; (ii) the Company 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, Applicable First-Lien Collateral Agent (x) true and complete copies of each of the Second Priority Junior-Lien Debt Documents or Senior Debt Documents, as applicable, relating to such Class DebtAdditional Junior-Lien Debt (which shall be secured by all or any portion of Shared Collateral), certified as being true and correct by a Responsible Officer of the Company, and (y) a certificate of an authorized officer (A) identifying the obligations to be designated as additional Junior-Lien Obligations and the initial aggregate principal amount or face amount thereof and (B) certifying that the incurrence of such Junior-Lien Obligations, the creation of the Liens securing such Junior-Lien Obligations and the designation of such Junior-Lien Obligations as “Junior-Lien Obligations” hereunder do not violate or result in a default under any provision of any First-Lien Debt Document or Junior-Lien Debt Document in effect at such time; and (iii) the Second Priority Debt Documents or Senior Junior-Lien Debt Documents, as applicable, relating to such Class Additional Junior-Lien Debt shall provide provide, in a manner reasonably satisfactory to the Applicable First-Lien Authorized Representative, that each Class Debt Additional Junior-Lien Secured Party with respect to such Class Additional Junior-Lien Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Additional Junior-Lien Debt. (b) Any class or series of Additional First-Lien Debt or any replacement Credit Agreement (and the related First-Lien Obligations) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant First-Lien Collateral Documents and the First-Lien Intercreditor Agreement. The First-Lien Authorized Representative and the First-Lien Collateral Agent of any such First-Lien Facilities (such First-Lien Authorized Representative and such First-Lien Collateral Agent, each an “Additional First-Lien Debt Representative”), acting on behalf of the holders of such First-Lien Facilities, may become a party to this Agreement by satisfying the conditions set forth in the immediately succeeding sentence. In order for an Additional First-Lien Debt Representative to become a party to this Agreement, such Additional First-Lien Debt Representative shall have executed and delivered to the Applicable First-Lien Authorized Representative a Joinder Agreement substantially in the form of Annex IV hereto (with such changes as may be reasonably approved by the Applicable First-Lien Authorized Representative and such Additional First-Lien Debt Representative) pursuant to which such Additional First-Lien Debt Representative becomes a First-Lien Authorized Representative and/or First-Lien Collateral Agent hereunder. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED ABOVE IN THIS SECTION 8.8(b) OR ELSEWHERE IN THIS AGREEMENT, EACH FIRST-LIEN AUTHORIZED REPRESENTATIVE WHICH AT ANY TIME IS AN “AUTHORIZED REPRESENTATIVE” UNDER, AND AS DEFINED IN, THE FIRST-LIEN INTERCREDITOR AGREEMENT, AND ALL “FIRST LIEN SECURED PARTIES” AS DEFINED IN THE FIRST-LIEN INTERCREDITOR AGREEMENT (WITH RESPECT TO THE FIRST LIEN OBLIGATIONS HELD BY THEM FROM TIME TO TIME), SHALL AUTOMATICALLY BE ENTITLED TO THE BENEFIT OF ALL PROVISIONS OF THIS AGREEMENT (AND SHALL CONSTITUTE THIRD-PARTY BENEFICIARIES HEREOF) WHETHER OR NOT THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES (AS DEFINED IN THE FIRST-LIEN INTERCREDITOR AGREEMENT) SHALL HAVE BECOME PARTY HERETO OR TAKEN THE ACTIONS DESCRIBED ABOVE IN THIS SECTION 8.8(b). THE PROVISIONS OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PROVISIONS OF THIS PARAGRAPH) ARE ENTERED INTO FOR THE EXPRESS BENEFIT OF THE FIRST-LIEN SECURED PARTIES AND MAY NOT BE MODIFIED TO THEIR DETRIMENT WITHOUT THE CONSENT OF THE AUTHORIZED REPRESENTATIVES FOR EACH CLASS OF FIRST-LIEN OBLIGATIONS THEN OUTSTANDING.

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: (iA) 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) (in each case, 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 constitutes Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Second Priority Debt Parties, as applicable; (iiB) the Company Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Second Priority Debt andObligations, on a junior basis under each of the Second Priority Debt Documents and (b) if requested, shall have delivered 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 a Responsible Officer an authorized officer of the CompanyBorrower; and (iiiC) 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.

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: (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 Company 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 a Responsible Officer of the Company; 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement Representatives Supplement substantially in the form of Annex III II (if such Representative is a Second Junior Priority Class Debt Representative) or Annex IV III (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 Company Borrowers shall have delivered to the Designated Senior Representative and Designated Junior Representative a certificate of an appropriate officer (an “Officer’s Certificate 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 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 CompanyBorrowers; and (iii) the Second 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. (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). Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a party hereto and becoming a party to the Second Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, as applicable, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the immediately succeeding paragraph. Collateral in accordance with the terms hereof and thereof. (b) In order for a Class Debt an Additional Representative and an Additional Collateral Agent 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 Company 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 a Responsible Officer of the Company; 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.

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 additional 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, iii) 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 8.09. In order for a Second Priority Class Debt Representative to become a party to this Agreement: (i) such Second Priority 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 Second Priority Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Second Priority Class Debt in respect of which such Class Debt Representative is the Representative and the related Second Priority Class Debt Parties become subject hereto and bound hereby; (ii) the Company shall have delivered to the Designated Senior each Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Second Priority 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 Second Priority Class Debt, certified as being true and correct by a Responsible Officer of the Company; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Second Priority Class Debt shall provide that each Second Priority Class Debt Party with respect to such Second Priority Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Second Priority Class Debt.

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 (viiii), as applicable, of the immediately succeeding paragraph. In order for a Second Priority Class Debt Representative to become a party to this Agreement: (i) such Second Priority 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 Second Priority Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Second Priority Class Debt in respect of which such Class Debt Representative is the Representative and the related Second Priority Class Debt Parties become subject hereto and bound hereby; (ii) the Company shall have delivered to the Designated Senior each Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Second Priority 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 Second Priority Class Debt, certified as being true and correct by a Responsible an Authorized Officer of the Company; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Second Priority Class Debt shall provide that each Second Priority Class Debt Party with respect to such Second Priority Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Second Priority Class Debt.

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: (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 Company 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 a Responsible Officer of the Company; 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.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the then outstanding Senior Debt Documents and the Second Priority Debt Documents, Second Priority Debt Documents and ABL 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 Additional Second Priority Class Debt, if and subject to the condition that the Representative of any such relevant Additional Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Additional 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 Secured 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) hereof. Any such additional class or series of Additional Senior Facilities (the “Senior Class Debt”; and the Senior Class Priority 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 Priority Collateral DocumentsDocuments for such Additional Senior Priority Debt, if and subject to the condition that the Representative of any such relevant Additional Senior Class Debt (each, a “Senior Class Debt Priority 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 Additional Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Secured 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 Section 8.09(b) hereof. In order for a Class an Additional Debt Representative to become a party to this Agreement: (ia) such Class Additional Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex II (if such Representative is an Additional Second Priority Representative) or Annex III (if such Representative is a Second an Additional Senior 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 Priority Representative and such Class Additional Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Additional Debt in respect of which such Class Additional Debt Representative is the Representative and the related Class Additional Debt Parties become subject hereto and bound hereby; (iib) the Company Borrower shall have delivered to the Designated Senior Priority Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Additional Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Additional Debt, certified as being true and correct by a Responsible an Authorized Officer of the CompanyBorrower; and (iiic) the Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Additional Debt shall provide provide, or shall be amended to provide, that each Class Additional Debt Party with respect to such Class Additional Debt will be subject to and bound by the provisions of this Agreement and the ABL/Term Intercreditor Agreement in its capacity as a holder of such Class Additional Debt. (b) With respect to any Additional Debt that is issued or incurred after the Closing Date, the Borrower and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by any Senior Priority Representative, any Second Priority Representative or any Major Second Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Guarantees and Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Additional Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Additional Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Designated Senior Priority Representative and the Designated Second Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

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) 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 Company 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 a Responsible Officer of the Company; 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.: I-2-65

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: (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 constitutes Additional Senior Debt Obligations or Additional Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Additional Second Priority Debt Parties, as applicable; (ii) the Company Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Additional Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents to the Second Priority Debt Obligations and (II) in this Section 8.09 are satisfied with respect the case of Additional Second Priority Debt Obligations, on a junior basis to such Class the Senior Obligations under each of the Second Priority Debt and, Documents and (b) if requested, shall have delivered 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 a Responsible Officer an authorized officer of the CompanyBorrower; 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Join-der Agreement substantially in the form of Annex III (if such Representative is a Second Junior 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 Company 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 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 (iii) the Second 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 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: (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 Company 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 a Responsible Officer of the Company; 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.

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 this Section 9.4. Upon any Additional Second Priority Representative so becoming a party hereto and becoming a party to 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. (ib) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt an Additional Representative to become a party to this Agreement: (i) such Class Debt Additional Representative shall have executed and delivered to each other then-existing First Priority Representative and Second Priority Representative 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) Exhibit A hereto (with such changes as may be reasonably approved by the Designated Senior First Priority Representative and such Class Debt Additional Representative) pursuant to which it such Additional Representative becomes a an Additional First Priority Representative hereunder, and the Class Debt in respect of which such Class Debt or Additional Second Priority Representative is the Representative hereunder and the related Class Debt First Priority Secured Parties or Second Priority Secured Parties, as applicable, become subject hereto and bound hereby; (ii) the Company Parent Borrower shall have delivered a designation to each other then-existing First Priority Representative and Second Priority Representative substantially in the Designated Senior Representative form of Exhibit B hereto, pursuant to which an Officer’s Certificate stating officer of the Parent Borrower shall (A) identify the Indebtedness to be designated as Additional First Priority Debt or Additional Second Priority Debt, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) identify the Additional First Priority Agreement or Additional Second Priority Agreement as applicable, (C) specify the name and address of the applicable Additional Representative, (D) certify that the conditions set forth in this Section 8.09 are satisfied with respect such Additional Debt, is permitted to be incurred, secured and guaranteed by each then extant First Priority Agreement and Second Priority Agreement and (E) attach to such Class Debt and, if requested, designation true and complete copies of each of the First Priority Agreement or Second Priority Debt Documents or Senior Debt DocumentsAgreement, as applicable, relating to such Class Additional First Priority Debt or Additional Second Priority Debt, certified as being true and correct by a Responsible Officer of the Company; andapplicable. (iii) Upon the execution and delivery of a Joinder Agreement by an Additional First Priority Representative or an Additional Second Priority Representative, as the case may be, in each case in accordance with this Section 9.4, each other First Priority Representative and Second Priority Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional Representative; provided that the failure of any First Priority Representative or Second Priority Representative to so acknowledge or return the same shall not affect the status of such Additional Debt as Additional First Priority Debt or Additional Second Priority Debt, as the case may be, if the other requirements of this Section 9.4 are complied with. (c) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under any Additional First Priority Agreement or Additional Second Priority Agreement, in each case, of a Series of Additional First Priority Debt or Series of Additional Second Priority Debt Documents whose Representative (acting in such capacity) is already a party to each of this Agreement and the First Priority Pari Passu Intercreditor Agreement or Senior Debt DocumentsSecond Priority Pari Passu Intercreditor Agreement, as applicable, relating the requirements of Section 9.4 shall not be applicable and such Indebtedness shall automatically constitute Additional First Priority Debt or Additional Second Priority Debt so long as such Indebtedness is permitted to such Class Debt shall provide that be incurred, secured and guaranteed by each Class Debt Party with respect to such Class Debt will be subject to First Priority Agreement and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtSecond Priority Agreement.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted to be so incurred and, if applicable, secured, by the provisions of the then outstanding Senior Priority Debt Documents and the 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 Additional Second Priority Class Debt, if and subject to the condition that the Representative of any such relevant Additional Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Additional 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 Secured Parties”), becomes a party to this Agreement by satisfying conditions (i) through (viiii), as applicable, of the immediately succeeding paragraphparagraph and Section 8.09(b) hereof. Any such additional class or series of Additional Senior Facilities (the “Senior Class Debt”; and the Senior Class Priority 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 Priority Collateral DocumentsDocuments for such Additional Senior Priority Debt, if and subject to the condition that the Representative of any such relevant Additional Senior Class Debt (each, a “Senior Class Debt Priority 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 Additional Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Secured 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 an Additional Debt Representative to become a party to this Agreement: (i) such Class Additional Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex II (if such Representative is an Additional Second Priority Representative) or Annex III (if such Representative is a Second an Additional Senior 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 Priority Representative and such Class Additional Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Additional Debt in respect of which such Class Additional Debt Representative is the Representative and the related Class Additional Debt Parties become subject hereto and bound hereby; (ii) the Company Borrower shall have delivered to the Designated Senior Priority Representative and the Designated Second Priority Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Additional Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Additional Debt, certified as being true and correct by a Responsible an Authorized Officer of the CompanyBorrower; and (iii) the Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Additional Debt shall provide provide, or shall be amended to provide, that each Class Additional Debt Party with respect to such Class Additional Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Additional Debt. (b) With respect to any Additional Debt that is issued or incurred after the Closing Date, the Borrower and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by any Senior Priority Representative, any Second Priority Representative, any Designated Senior Priority Representative or any Designated Second Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing guarantees and Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Additional Debt is secured by, and entitled to the benefits and relative priorities of, the relevant Collateral Documents relating to such Additional Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes and as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents) at the sole cost and expense of the Borrower and each of the other Grantors.

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: (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 Company 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 a Responsible Officer of the Company; 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.

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). Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a party hereto and becoming a party to the Second Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, as applicable, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the immediately succeeding paragraph. Collateral in accordance with the terms hereof and thereof. (b) In order for a Class an Additional Representative and an Additional Collateral Agent in respect of any Additional Debt Representative incurred (or issued or sold) after the date hereof to become a party to this Agreement: (i1) such Class Debt Additional Representative and such Additional Collateral Agent shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Annex III Exhibit A hereto (if such Representative is a an Additional Second Priority Class Debt Representative) or Annex IV (if Lien Representative and such Representative Collateral Agent is a Senior Class Debt Representativean Additional Second Lien Collateral Agent) (with such changes as may be reasonably approved by the Designated Senior First Lien Representative and such Class Debt RepresentativeRepresentative and such Collateral Agent) or Exhibit B hereto (if such Representative is an Additional First Lien Representative and such Collateral Agent is an Additional First Lien Collateral Agent) (with such changes as may be reasonably approved by the Designated First Lien Representative and such Representative and such Collateral Agent) pursuant to which it such Additional Representative becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative Additional Collateral Agent becomes a Collateral Agent hereunder and the related Class Debt Parties First Lien Claimholders or Second Lien Claimholders, as applicable, become subject hereto and bound hereby;; and (ii2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the Designated Senior form of Exhibit C hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations or Additional Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative an Officer’s Certificate stating and Additional Collateral Agent, (C) certify that such Additional Debt is permitted to be incurred, secured and guaranteed by each First Lien Loan Document and Second Lien Loan Document and that the conditions set forth in this Section 8.09 8.7 are satisfied with respect to such Class Additional Debt and, if requested, and (D) attach to such Designation true and complete copies of each of the Second Priority Debt First Lien Loan Documents or Senior Debt Second Lien Loan Documents, as applicable, relating to such Class Additional First Lien Debt or Additional Second Lien Debt, as applicable, certified as being true and correct by a Responsible Officer of the Company; and. (iiic) the The Additional Second Priority Debt Lien Loan Documents or Senior Debt Additional First Lien Loan Documents, as applicable, relating to such Class Debt Additional Obligations shall provide that each Class Debt Party of the applicable Claimholders with respect to such Class Debt Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtAdditional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent or an Additional Second Lien Representative and an Additional Second Lien Collateral Agent, as the case may be, in each case in accordance with this Section 8.7, each other Representative and Collateral Agent shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative and such Additional First Lien Collateral Agent or such Additional Second Lien Representative and such Additional Second Lien Collateral Agent, as the case may be; provided that the failure of any Representative or Collateral Agent to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Additional First Lien Loan Documents or Additional Second Lien Loan Documents of a Series of Additional First Lien Debt or Series of Additional Second Lien Debt whose Representative and Collateral Agent is already each a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement or Second Lien Pari Passu Intercreditor Agreement, as applicable, the requirements of Section 8.7(b) shall not be applicable and such Indebtedness shall automatically constitute Additional First Lien Debt or Additional Second Lien Debt so long as (i) such Indebtedness is permitted to be incurred, secured and guaranteed by each First Lien Loan Document and Second Lien Loan Document and (ii) the provisions of Section 8.7(b)(2) have been complied with; provided, further, however, that with respect to any such Indebtedness incurred, issued or sold pursuant to the terms of any Additional First Lien Loan Documents or Additional Second Lien Loan Documents of such existing Series of Additional First Lien Debt or Additional Second Lien Debt as such terms existed on the date the Representative and Collateral Agent for such Series of Additional First Lien Debt or Additional Second Lien Debt executed the Joinder Agreement, the requirements of clause (i) of this Section 8.7(e) shall be tested only as of (x) the date of execution of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement and (y) with respect to any later commitment or amendment to those terms to permit such Indebtedness, as of the date of such commitment and/or amendment.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III I (if such Representative is a Second Priority Class Debt Representative) or Annex IV II (if such Representative is a Senior Priority Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Representative and Representative, such Class Debt Representative, and the Borrower) 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 Company 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 Priority Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by a an Responsible Officer of the CompanyBorrower on behalf of the relevant Grantor and identifying the obligations to be designated as Additional Senior Priority Debt or Additional Second Priority Debt, as applicable, and certifying that such obligations are permitted to be incurred and secured (I) in the case of Additional Senior Priority Debt, on a senior basis under each of the Senior Priority Debt Documents and Second Priority Debt Documents and (II) in the case of Additional Second Priority Debt, on a junior basis under each of the Senior Priority Debt Documents and Second Priority Debt Documents; and (iii) the Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt shall provide provide, or shall be amended on terms and conditions reasonably approved by the Designated Senior Representative and such Class Debt Representative, 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. (b) With respect to any Class Debt that is issued or incurred after the Closing Date, the Borrower and each of the other Grantors agrees that the Borrower will take, as applicable, such actions (if any) as may from time to time reasonably be requested in writing by any Senior Priority Representative or any Second Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes each applicable Designated Senior Representative and each applicable Second Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

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: (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 Company 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 a Responsible Officer of the Company; 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.to

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: (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 constitutes Additional Senior Debt Obligations or Additional Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Additional Second Priority Debt Parties, as applicable; (ii) the Company Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Additional Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents to the Second Priority Debt Obligations and (II) in this Section 8.09 are satisfied with respect the case of Additional Second Priority Debt Obligations, on a junior basis to such Class the Senior Obligations under each of the Second Priority Debt and, Documents and (b) if requested, shall have delivered 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 a Responsible Officer an authorized officer of the CompanyBorrower; 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.

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 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 (ib) 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 Company 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 a Responsible Officer of the Company; 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 Debtbelow.

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). Upon any Additional Second Lien Representative and Additional Second Lien Collateral Agent so becoming a party hereto and becoming a party to the Second Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof, as applicable, all Additional Second Lien Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the immediately succeeding paragraph. Collateral in accordance with the terms hereof and thereof. (b) In order for a Class Debt an Additional Representative and an Additional Collateral Agent to become a party to this Agreement: (i1) such Class Debt Additional Representative and such Additional Collateral Agent shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Annex III Exhibit A hereto (if such Representative is a an Additional Second Priority Class Debt Representative) or Annex IV (if Lien Representative and such Representative Collateral Agent is a Senior Class Debt Representativean Additional Second Lien Collateral Agent) (with such changes as may be reasonably approved by the Designated Senior Representative and such Class Debt RepresentativeRepresentative and such Collateral Agent) or Exhibit B hereto (if such Representative is an Additional First Lien Representative and such Collateral Agent is an Additional First Lien Collateral Agent) (with such changes as may be reasonably approved by the Designated Senior Representative and such Representative and such Collateral Agent) pursuant to which it such Additional Representative becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative Additional Collateral Agent becomes a Collateral Agent hereunder and the related Class Debt Parties Senior Claimholders become subject hereto and bound hereby;; and (ii2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the Designated form of Exhibit C hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated as Additional Obligations and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative and Additional Collateral Agent, (C) certify that such Additional Debt is permitted to be incurred, secured and guaranteed by each Senior Representative an Officer’s Certificate stating Loan Document and Third Lien Loan Document and that the conditions set forth in this Section 8.09 9.7 are satisfied with respect to such Class Additional Debt and, if requested, and (D) attach to such Designation true and complete copies of each of the Second Priority Debt Senior Loan Documents or Senior Debt Documents, as applicable, relating to such Class Debt, Additional Obligations certified as being true and correct by a Responsible Officer of the Company; and. (iiic) the Second Priority Debt The Additional Senior Loan Documents or Senior Debt Documents, as applicable, relating to such Class Debt Additional Obligations shall provide that each Class Debt Party of the applicable Claimholders with respect to such Class Debt Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtAdditional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional Representative and an Additional Collateral Agent in each case in accordance with this Section 9.7, each other Representative and Collateral Agent shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional Representative and such Additional Collateral Agent, as the case may be; provided that the failure of any Representative or Collateral Agent to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional Obligations, as the case may be, if the other requirements of this Section 9.7 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Additional Senior Loan Documents of a Series of Additional Obligations whose Representative and Collateral Agent is already each a party to this Agreement and the Applicable Pari Passu Intercreditor Agreement, the requirements of Section 9.7(b) shall not be applicable and such Indebtedness shall automatically constitute Additional Obligations so long as (i) such Indebtedness is permitted to be incurred, secured and guaranteed by each Senior Loan Document and Third Lien Loan Document and (ii) the provisions of Section 9.7(b)(2) have been complied with; provided, further, however, that with respect to any such Indebtedness incurred, issued or sold pursuant to the terms of any Additional Senior Loan Documents of such existing Series of Additional Obligations as such terms existed on the date the Representative and Collateral Agent for such Series of Additional Obligations executed the Joinder Agreement, the requirements of clause (i) of this Section 9.7(e) shall be tested only as of (x) the date of execution of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement and (y) with respect to any later commitment or amendment to those terms to permit such Indebtedness, as of the date of such commitment and/or amendment.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement to the Designated Senior Representative and the Designated Junior Representative substantially in the form of Annex III (if such Representative is a Second Priority Junior 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 Company Borrower shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that and the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, Designated Junior Representative true and complete copies of each of the Second Priority Junior 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 CompanyBorrower; (iii) in the case of any Junior Class Debt, all filings, recordations and/or amendments or supplements to the Junior Collateral Documents necessary to confirm and perfect the junior priority Liens securing the relevant Junior Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Designated Junior Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Designated Senior Representative); (iv) the Borrower shall have delivered to the Designated Senior Representative and the Designated Junior Representative an Officer’s Certificate stating that such Additional Senior Debt Obligations or Additional Junior Debt Obligations are permitted by each applicable Senior Debt Document and Junior Debt Document to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional Senior Debt Obligations or Additional Junior Debt Obligations under any applicable Senior Debt Document and Junior Debt Document, each Grantor has obtained the requisite consent; and (iiiv) the Second Priority Junior Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide provide, in a manner reasonably satisfactory to the Designated Senior Representative, 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 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: (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) II (with such changes as may be reasonably approved by the Designated Senior First Lien 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 Secured Parties for whom the Class Debt Parties Representative is the Representative become subject hereto and bound herebyhereby and (x) such Class Debt Representative, if a First Lien Representative, shall have become a party to the First Lien Parity Intercreditor Agreement in accordance with the terms and conditions thereof, provided, further, that, if such Indebtedness will be the initial Additional First Lien Debt incurred by a Grantor after the date hereof, then the Grantors, the First Lien Agent and the Representative for such Indebtedness shall have executed and delivered the First Lien Parity Intercreditor Agreement or (y) such Class Debt Representative, if a Second Lien Representative, shall have become a party to the Second Lien Parity Intercreditor Agreement in accordance with the terms and conditions thereof provided, further, that, if such Indebtedness will be the initial Additional Second Lien Debt incurred by a Grantor after the date hereof, then the Grantors, the Second Lien Agent and the Representative for such Indebtedness shall have executed and delivered the Second Lien Parity Intercreditor Agreement; (ii) the Company Borrower shall have delivered to each other Representative a Designation substantially in the Designated Senior Representative form of Annex III executed by an Officer’s Certificate stating authorized officer of the Borrower which Designation shall (A) designate Indebtedness as Additional First Lien Debt or Additional Second Lien Debt hereunder (and if the agreement under which such Indebtedness is to be incurred Refinances the First Lien Credit Agreement or Second Lien Securities Purchase Agreement and is intended to become the Replacement First Lien Credit Agreement or Replacement Second Lien Securities Purchase Agreement, as applicable, such agreement shall be so designated in such certificate), and (B) certify that the incurrence of such Indebtedness and its designation as such hereunder is permitted by each First Lien Loan Document and Second Lien Note Document and that the conditions set forth in this Section 8.09 9.04 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Lien Note Documents or Senior Debt First Lien Loan Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer an authorized officer of the Company; andBorrower; (iii) the Second Priority Debt Lien Note Documents or Senior Debt First Lien Loan Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Secured 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; and (iv) upon the execution and delivery of a Joinder Agreement by a Class Debt Representative in accordance with this Section 8.04, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof, subject to the terms of this Section 9.04 and returning the same to the new Class Debt Representative; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Indebtedness as First Lien Secured Obligations or Second Lien Secured Obligations hereunder if the other requirements of this Section 9.04 are complied with.

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: (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 Company 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 a Responsible an Authorized Officer of the Company; 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.

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 paragraphCollateral, 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 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 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 (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. (b) In order for an Additional First Lien Representative and an Additional First Lien Collateral Agent, or, in the case of a Class Debt Replacement First Lien Credit Agreement, in order for the Replacement First Lien Representative and the Replacement First Lien Collateral Agent in respect thereof, to become a party to this Agreement: (i1) such Class Debt Additional First Lien Representative and such Additional First Lien Collateral Agent or such Replacement First Lien Representative and such Replacement First Lien Collateral Agent shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Annex III Exhibit I hereto (if such Representative is a Second Priority Class Debt Representativean Additional First Lien Representative and such Collateral Agent is an Additional First Lien Collateral Agent) or Annex IV Exhibit II hereto (if such Representative is in the case of a Senior Class Debt RepresentativeReplacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated Senior First Lien Representative and such Class Debt RepresentativeRepresentative and such Collateral Agent) pursuant to which it such (x) such Additional First Lien Representative becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative Additional First Lien Collateral Agent becomes a Collateral Agent hereunder and the related Class Debt First Lien Secured Parties become subject hereto and bound hereby or (y) Replacement First Lien Representative becomes the First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the First Lien Credit Agreement hereunder and such First Lien Obligations and holders of such First Lien Obligations become subject hereto and bound hereby; (ii2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the Designated Senior form of Exhibit III hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations or First Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional First Lien Representative an Officer’s Certificate stating and Additional First Lien Collateral Agent or the Replacement First Lien Representative and Replacement First Lien Collateral Agent, (C) certify that such Additional First Lien Debt or First Lien Obligations are permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the conditions set forth in this Section 8.09 8.7 are satisfied with respect to such Class Additional First Lien Debt or First Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement and is designated as a Replacement First Lien Credit Agreement; and, if requested, (3) the Company shall have delivered to each other Collateral Agent true and complete copies of each of the Second Priority Debt First Lien Documents relating to such Additional First Lien Debt, or Senior Debt Documentsthe Replacement First Lien Credit Agreement, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer of the Company; and. (iiic) the Second Priority Debt The Additional First Lien Documents or Senior Debt Documents, as applicable, relating to such Class Debt Additional First Lien Obligations shall provide that each Class Debt Party of the applicable Secured Parties with respect to such Class Debt Additional First Lien Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtAdditional First Lien Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent or the Replacement First Lien Representative and the Replacement First Lien Collateral Agent, in each case, in accordance with this Section 8.7, each other Representative and Collateral Agent shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative and such Additional First Lien Collateral Agent or the Replacement First Lien Representative and the Replacement First Lien Collateral Agent, as the case may be; provided that the failure of any Representative or Collateral Agent to so acknowledge or return the same shall not affect the status of such Additional First Lien Obligations as Additional First Lien Obligations, or a Replacement First Lien Credit Agreement if the other requirements of this Section 8.7 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Additional First Lien Documents of a Series of Additional First Lien Debt whose Representative and Collateral Agent is already each a party to this Agreement or First Lien Pari Passu Intercreditor Agreement, as applicable, the requirements of Section 8.7(b) shall not be applicable and such Indebtedness shall automatically constitute Additional First Lien Debt so long as (i) such Indebtedness is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and (ii) the provisions of paragraph (c) above have been complied with; provided, further, however that with respect to any such Indebtedness incurred, issued or sold pursuant to the terms of any Additional First Lien Documents of such existing Series of Additional First Lien Debt as such terms existed on the date the Representative and Collateral Agent for such Series of Additional First Lien Debt executed the Joinder Agreement, the requirements of clause (i) of this paragraph (e) shall be tested only as of (x) the date of execution of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement and (y) with respect to any later commitment or amendment to those terms to permit such Indebtedness, as of the date of such commitment and/or amendment.

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of each of the Senior Debt Documents and the Second Priority Debt Documents, the Company any Obligor may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes Additional Debt; provided that the principal amount of Additional Senior DebtDebt outstanding or permitted to be borrowed or incurred shall not exceed the Maximum First Lien Principal Amount or the Maximum Second Lien Principal Amount, as applicable. Any such additional class or series of Second Priority Additional Debt (the “Second Priority Class Debt”) ), as permitted hereunder, may be secured by a second priority, subordinated Lien on Shared the Collateral, in each case under and pursuant to the relevant Second Priority Collateral Security Documents for such Second Priority Class Debt, if and subject to the condition that the Representative or Representatives 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 Lien 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. 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) II (with such changes as may be reasonably approved by the Designated Senior First Lien Representative, the Designated Second Lien 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 Company Issuer shall have delivered to the Designated Senior Representative Collateral Agents and the Representatives a certificate of an Officer’s Certificate stating authorized officer of the Issuer designating Indebtedness as Additional First Lien Debt, Additional Second Lien Debt or Unsecured Debt hereunder, certifying that the incurrence of such Indebtedness and its designation as such hereunder is permitted by each Debt Document and that the conditions set forth in this Section 8.09 8.4 are satisfied with respect to such Class Debt and, if requested, and true and complete copies of each of the Second Priority Additional First Lien Debt Documents or Senior Additional Second Lien Debt Documents, as applicable, relating to governing such Class Debt, certified as being true and correct by a Responsible Officer an authorized officer of the CompanyIssuer; and (iii) the Second Priority Lien Debt Documents or Senior First Lien 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 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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement to the Designated Senior Representative and the Designated Junior Representative substantially in the form of Annex III Axxxx XXX (if such Representative is a Second Priority Junior Class Debt Representative) or Annex IV Axxxx XX (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 Company shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that and the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, Designated Junior Representative true and complete copies of each of the Second Priority Junior 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; (iii) in the case of any Junior Class Debt, all filings, recordations and/or amendments or supplements to the Junior Collateral Documents necessary to confirm and perfect the junior priority Liens securing the relevant Junior Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Designated Junior Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Designated Senior Representative); (iv) the Company shall have delivered to the Designated Senior Representative and the Designated Junior Representative an Officer’s Certificate stating that such Additional Senior Debt Obligations or Additional Junior Debt Obligations are permitted by each applicable Senior Debt Document and Junior Debt Document to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional Senior Debt Obligations or Additional Junior Debt Obligations under any applicable Senior Debt Document and Junior Debt Document, the relevant Grantors have obtained the requisite consent; and (iiiv) the Second Priority Junior Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide provide, in a manner reasonably satisfactory to the Designated Senior Representative, 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 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: (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 constitutes Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Second Priority Debt Parties, as applicable; (ii) the Company (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Second Priority Debt andObligations, on a junior basis under each of the Second Priority Debt Documents and (b) if requested, shall have delivered true and complete copies of each of the Second Priority Debt Documents or Senior Debt DocumentsDocu- ments, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer an authorized officer of the Company; 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.

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: (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) II (with such changes as may be reasonably approved by the Designated Senior First Lien 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 Secured Parties for whom the Class Debt Parties Representative is the Representative become subject hereto and bound herebyhereby and (x) such Class Debt Representative, if a First Lien Representative, shall have become a party to the First Lien Parity Intercreditor Agreement in accordance with the terms and conditions thereof, provided, further, that, if such Indebtedness will be the initial Additional First Lien Debt incurred by a Grantor after the date hereof, then the Grantors, the First Lien Credit Agreement Administrative Agent and the Representative for such Indebtedness shall have executed and delivered the First Lien Parity Intercreditor Agreement or (y) such Class Debt Representative, if a Second Lien Representative, shall have become a party to the Second Lien Parity Intercreditor Agreement in accordance with the terms and conditions thereof provided, further, that, if such Indebtedness will be the initial Additional Second Lien Debt incurred by a Grantor after the date hereof, then the Grantors, the Second Lien Credit Agreement Administrative Agent and the Representative for such Indebtedness shall have executed and delivered the Second Lien Parity Intercreditor Agreement; (ii) the Company Borrower shall have delivered to each other Representative a Designation substantially in the Designated Senior Representative form of Annex III executed by an Officer’s Certificate stating authorized officer of the Borrower which Designation shall (A) designate Indebtedness as Additional First Lien Debt or Additional Second Lien Debt hereunder (and if the agreement under which such Indebtedness is to be incurred Refinances the First Lien Credit Agreement or Second Lien Credit Agreement and is intended to become the Replacement First Lien Credit Agreement or Replacement Second Lien Credit Agreement, as applicable, such agreement shall be so designated in such certificate), and (B) certify that the incurrence of such Indebtedness and its designation as such hereunder is permitted by each First Lien Loan Document and Second Lien Loan Document and that the conditions set forth in this Section 8.09 8.04 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Lien Loan Documents or Senior Debt First Lien Loan Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer an authorized officer of the Company; andBorrower; (iii) the Second Priority Debt Lien Loan Documents or Senior Debt First Lien Loan Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Secured 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; and (iv) upon the execution and delivery of a Joinder Agreement by a Class Debt Representative in accordance with this Section 8.04, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof, subject to the terms of this Section 8.04 and returning the same to the new Class Debt Representative; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Indebtedness as First Lien Secured Obligations or Second Lien Secured Obligations hereunder if the other requirements of this Section 8.04 are complied with.

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: (i) : such Junior Priority Class Debt Representative shall have executed and delivered a Joinder Agreement Representatives Supplement 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) Axxxx XX (with such changes as may be reasonably approved by the Designated 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; (ii) ; the Company Borrower shall have delivered to the Designated Senior Representative and Designated Junior Representative a certificate of an appropriate officer of each Borrower (an “Officer’s Certificate Certificate”) stating that the conditions set forth in this Section 8.09 8.08 are satisfied with respect to such Junior Priority Class Debt and, if requested, true and complete copies of each of the Second Junior Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Junior Priority Class Debt, certified as being true and correct by a Responsible Officer of each Borrower; and the Company; and (iii) the Second Junior Priority Debt Documents or Senior Debt Documents, as applicable, 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. 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: (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 Company 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 a Responsible Officer of the Company; 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.

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 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. 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: (iA) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III II (if such Representative is a Second Priority Class Debt Representative) or Annex IV III (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 constitutes Additional Senior Debt Obligations or Additional Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Additional Second Priority Debt Parties, as applicable; (iiB) the Company Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s 's Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Additional Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Additional Second Priority Debt andObligations, on a junior basis under each of the Second Priority Debt Documents and (b) if requested, shall have delivered 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 a Responsible Officer an authorized officer of the CompanyBorrower; and (iiiC) 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.

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: (i) such Class Debt Representative shall have executed and delivered to the Designated Senior Priority Representative and the Designated Junior Priority Representative a Joinder Agreement substantially in the form of Annex III Xxxxx XX (if such Representative is a Second Junior Priority Class Debt Representative) or Annex IV Xxxxx XXX (if such Representative is a Senior Priority Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Priority 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 Company Borrower shall have delivered to the Designated Senior Priority Representative and the Designated Junior Priority 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 Junior Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer of the CompanyBorrower; and (iii) the Second Junior Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt shall provide provide, or shall be amended on terms and conditions reasonably approved by the Designated Senior Priority Representative or the Designated Junior Priority Representative, as applicable, and such Class Debt Representative, 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. (b) With respect to any Class Debt that is Incurred after the date of this Agreement, the Borrower and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by any Senior Priority Representative or any Junior Priority Representative, and enter into such technical amendments, modifications and/or supplements to this Agreement or the then existing Guarantees and Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Designated Senior Priority Representative and the Designated Junior Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

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: (iA) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III II (if such Representative is a Second Priority Class Debt Representative) or Annex IV III (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 constitutes Additional Senior Debt Obligations or Additional Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Additional Second Priority Debt Parties, as applicable; (iiB) the Company Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Additional Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Additional Second Priority Debt andObligations, on a junior basis under each of the Second Priority Debt Documents and (b) if requested, shall have delivered 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 a Responsible Officer an authorized officer of the CompanyBorrower; and (iiiC) 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement 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 Second Senior 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, and, to the extent such changes increase the obligations or reduce the rights of a Grantor, by the Borrowers) 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 Company 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 Junior Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible an Authorized Officer of the CompanyCompany on behalf of the relevant Grantor and identifying the obligations to be designated as Additional Senior Priority Debt or Additional Junior Priority Debt, as applicable, and certifying that such obligations are permitted to be incurred and secured (I) in the case of Additional Senior Priority Debt, on a senior basis under each of the Senior Priority Debt Documents and Junior Priority Debt Documents then in effect and (II) in the case of Additional Junior Priority Debt, on a junior basis under each of the Senior Priority Debt Documents and Junior Priority Debt Documents then in effect; and (iii) the Second Junior Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt shall provide provide, or shall be amended on terms and conditions reasonably approved by the Designated Senior Representative and such Class Debt Representative, 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. (b) With respect to any Class Debt that is issued or incurred after the Closing Date, the Borrowers and each of the other Grantors agree that the Borrowers will take, as applicable, such actions (if any) as may from time to time reasonably be requested by any Senior Priority Representative or any Junior Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes each applicable Senior Priority Representative and each applicable Junior Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III Xxxxx XX (if such Representative is a Second Priority Class Debt Representative) or Annex IV Xxxxx XXX (if such Representative is a Senior First Priority Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior First Priority Representative and such Class Debt Representative) Representative and, to the extent such changes increase the obligations or reduce the rights of a Borrower or a Grantor, the Borrowers), acknowledged by the Borrowers and the other Grantors, 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 Company Borrowers shall have delivered to the Designated Senior First Priority Representative and Designated Second Priority 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 requestedrequested by the Designated First Priority Representative or Designated Second Priority Representative, true and complete copies of each of the Second Priority Debt Documents or Senior First Priority Debt Documents, as applicable, relating to such Class Debt, certified as being true true, complete and correct by a Responsible Officer of the CompanyBorrowers on behalf of the relevant Grantor and identifying the obligations to be designated as Additional First Priority Debt or Additional Second Priority Debt, as applicable, and certifying that such obligations are expressly permitted to be incurred and secured (A) in the case of Additional First Priority Debt, on a senior basis under each of the First Priority Debt Documents and Second Priority Debt Documents and (B) in the case of Additional Second Priority Debt, on a junior basis under each of the First Priority Debt Documents and Second Priority Debt Documents; and (iii) the Second Priority Debt Documents or Senior First Priority Debt Documents, as applicable, relating to such Class Debt shall provide (or shall be amended), in a manner reasonably satisfactory to the Designated First Priority Representative, 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. (iv) With respect to any Class Debt that is issued or incurred after the date hereof, the Borrowers and each of the other Grantors agrees that the Borrowers will take, as applicable, such actions (if any) as may from time to time reasonably be requested by any First Priority Representative or any Second Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes each applicable First Priority Representative and each applicable Second Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

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: (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 Company 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 a Responsible Officer of the Company; 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement Representatives Supplement substantially in the form of Annex III II (if such Representative is a Second Junior Priority Class Debt Representative) or Annex IV III (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 Company Borrowers shall have delivered to the Designated Senior Representative and Designated Junior Representative a certificate of an appropriate officer of each Borrower (an “Officer’s Certificate 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 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 Companyeach Borrower; and (iii) the Second 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 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: (ia) such Term 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) joinder agreement pursuant to which it becomes a Representative “Term Agent” hereunder, and the Term Class Debt in respect of which such Term Class Debt Representative is the Representative 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; (iib) the Company Lead Borrower shall have delivered to the Designated Senior Representative ABL Agent and the Controlling Term Agent an Officerofficer’s Certificate certificate stating that the conditions set forth in this Section 8.09 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 Second Priority Debt Documents or Senior Debt material Term Documents, as applicable, relating to such Term Class Debt, certified as being true and correct in all material respects by a an Responsible Officer (as defined in the ABL Credit Agreement) of the CompanyLead Borrower; and (iiic) the Second Priority Term Debt Documents or Senior Debt Documents, as applicable, 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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III Xxxxx XX (if such Representative is a Second Junior Priority Class Debt Representative) or Annex IV Xxxxx XXX (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 constitutes Additional Senior Debt Obligations or Additional Junior Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Additional Junior Priority Debt Parties, as applicable; (ii) the Company Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Additional Junior Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the conditions set forth case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in this Section 8.09 are satisfied with respect to such Class the case of Additional Junior Priority Debt andObligations, on a junior basis under each of the Junior Priority Debt Documents and (b) if requested, shall have delivered true and complete copies of each of the Second 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 an authorized officer of the CompanyBorrower; and (iii) the Second 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 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: (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 Company 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 a Responsible Officer of the Company; 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.

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: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement to the Designated Senior Representative and the Designated Junior Representative substantially in the form of Annex III (if such Representative is a Second Priority Junior 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 Company Borrowers shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that and the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, Designated Junior Representative true and complete copies of each of the Second Priority Junior 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 CompanyBorrower; (iii) in the case of any Junior Class Debt, all filings, recordations and/or amendments or supplements to the Junior Collateral Documents necessary to confirm and perfect the junior priority Liens securing the relevant Junior Obligations relating to such Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Designated Junior Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Designated Senior Representative); (iv) the Borrowers shall have delivered to the Designated Senior Representative and the Designated Junior Representative an Officer’s Certificate stating that such Additional Senior Debt Obligations or Additional Junior Debt Obligations are permitted by each applicable Senior Debt Document and Junior Debt Document to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional Senior Debt Obligations or Additional Junior Debt Obligations under any applicable Senior Debt Document and Junior Debt Document, each Grantor has obtained the requisite consent; and (iiiv) the Second Priority Junior Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide provide, in a manner reasonably satisfactory to the Designated Senior Representative, 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. (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: (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) (in each case, 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 constitutes Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the related Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Second Priority Debt Parties, as applicable; (ii) the Company Borrower (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured under each of the conditions set forth in this Section 8.09 are satisfied with respect to such Class Senior Debt and, Documents and Second Priority Debt Documents and (b) if requested, shall have delivered 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 a Responsible Officer an authorized officer of the CompanyBorrower; 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. (b) With respect to any Class Debt that is issued or incurred after the Closing Date, the Borrower and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by any Senior Representative, any Second Priority Representative or any Major Second Priority Representative, and enter into such technical amendments, modifications and/or supplements to the then existing Collateral Documents (or execute and deliver such additional Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Class Debt is secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Designated Senior Representative and the Designated Second Priority Representative, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority then extant Junior Debt Documents, and subject to Section 5.03, 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 Junior Debt. Any such additional class or series of Second Priority Junior Debt (the “Second Priority Junior Class Debt”) may be secured by a second (or more 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 Junior Representative of for any such Second Priority Junior Class Debt (each, a “Second Priority Class Debt Representative”)Debt, 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 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:below. (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) II (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 Junior Class Debt in respect of which such Class Debt Representative is the Representative constitutes Additional Junior Debt Obligations, as applicable, and the related Junior Class Debt Parties become subject hereto and bound herebyhereby as Additional Senior Debt Parties or Additional Junior Debt Parties, as applicable; (ii) the Company (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate stating identifying the obligations to be designated as Additional Junior Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured on a junior basis under each of the conditions set forth in this Section 8.09 are satisfied with respect to such Class Junior Debt and, Documents and (b) if requested, shall have delivered true and complete copies of each of the Second Priority Debt Documents or Senior Junior Debt Documents, as applicable, relating to such Junior Class Debt, certified as being true and correct by a Responsible Officer an authorized officer of the Company; and (iii) the Second Priority Debt Documents or Senior Junior Debt Documents, as applicable, relating to such Junior Class Debt shall provide that each Junior Class Debt Party with respect to such Junior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Junior Class Debt.

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 to become a party to this Agreement: (i) such or First Lien Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III (if such Representative is a to constitute additional Second Priority Class Debt Representative) Lien Obligations 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 Additional First Lien Obligations 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 Company 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 a Responsible Officer of the Company; 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.:

Additional Debt Facilities. To the extent, but only (a) Subject to the extent, permitted by the provisions terms of the Senior Debt Documents and the Second Priority Debt DocumentsCPLV Lease, the Company Tenant may incur (or issue and sell sell), secure and guarantee one or more series or classes of Second Priority Indebtedness that Tenant designates as Additional Tenant Financing Debt. Such Additional Tenant Financing Debt and one may be in addition to the Credit Agreement and/or may refinance the Credit Agreement in full or more in part. Subject to the terms of the CPLV Lease, any such series or classes class of Additional Senior Debt. Any such additional class or series of Second Priority Tenant Financing Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateralthe CPLV Lease Collateral that is junior in priority to the Lien upon such CPLV Lease Collateral securing the CPLV Lease Obligations in accordance with the terms hereof, in each case under and pursuant to the relevant Second Priority Tenant Financing Collateral Documents for such Second Priority Class Series of Additional Tenant Financing Debt; provided, if and subject however, that unless such Indebtedness is part of an existing Series of Additional Tenant Financing Debt represented by a Tenant Financing Collateral Agent already party to this Agreement, the condition that the Representative Additional Tenant Financing Collateral Agent of any such Second Priority Class Additional Tenant Financing 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 (i1) through and (vi2) of Section 9.6(b). Upon any Additional Tenant Financing Collateral Agent so becoming a party hereto, as applicable, all Additional Tenant Financing Obligations of such Series shall also be entitled to be so secured by a subordinated Lien on the immediately succeeding paragraph. CPLV Lease Collateral in accordance with the terms hereof and thereof. (b) In order for a Class Debt Representative an Additional Tenant Financing Collateral Agent to become a party to this Agreement: (i1) each such Additional Tenant Financing Collateral Agent must qualify as a Permitted Leasehold Mortgagee (as defined in the Lease); (2) such Class Debt Representative Additional Tenant Financing Collateral Agent shall have executed and delivered to each other then-existing Tenant Financing Collateral Agent and Landlord 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) Exhibit A hereto (with such changes as may be reasonably approved by the Designated Senior Representative such Persons and such Class Debt RepresentativeAdditional Tenant Financing Collateral Agent) pursuant to which it such Additional Tenant Financing Collateral Agent becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative Tenant Financing Collateral Agent hereunder and the related Class Debt Parties Tenant Financing Claimholders, as applicable, become subject hereto and bound hereby;; and (ii3) the Company Tenant shall have delivered a Designation to each other then-existing Tenant Financing Collateral Agent and Landlord substantially in the Designated Senior Representative an Officer’s Certificate stating form of Exhibit B hereto, pursuant to which Tenant shall (A) identify the Indebtedness to be designated as Additional Tenant Financing Obligations, (B) specify the name and address of the applicable Additional Tenant Financing Collateral Agent, and (C) certify that the conditions set forth in this Section 8.09 9.6 are satisfied with respect to such Class Debt andAdditional Tenant Financing Debt; provided that, if requested, true and complete copies in the case of each a replacement or refinancing of the Second Priority Debt Credit Agreement, the Tenant may identify in such Designation a particular Tenant Financing Collateral Agent as the new Credit Agreement Collateral Agent, and in such case, such Tenant Financing Collateral Agent shall be deemed to be the Credit Agreement Collateral Agent for all purposes hereunder and the Tenant Financing Documents or Senior Debt Documents, as applicable, to which such Credit Agreement Collateral Agent is party shall be deemed to the Credit Agreement Loan Documents for all purposes hereunder. (c) The Additional Tenant Financing Loan Documents relating to such Class Debt, certified as being true and correct by a Responsible Officer of the Company; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt Additional Tenant Financing Obligations shall provide that each Class Debt Party of the applicable Additional Tenant Financing Claimholders with respect to such Class Debt Additional Tenant Financing Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class DebtAdditional Tenant Financing Obligations and the Tenant Financing Obligations related thereto shall be subject to the terms and provisions of this Agreement. (d) Upon the execution and delivery of a Joinder Agreement by an Additional Tenant Financing Collateral Agent in accordance with this Section 9.6, each other Tenant Financing Collateral Agent and Landlord shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional Tenant Financing Collateral Agent; provided that the failure of any Tenant Financing Collateral Agent or Landlord to so acknowledge or return the same shall not affect the status of such Additional Tenant Financing Obligations as Tenant Financing Obligations, if the other requirements of this Section 9.6 are complied with. (e) With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Credit Agreement or the Additional Tenant Financing Loan Documents of a Series of Additional Tenant Financing Debt whose Tenant Financing Collateral Agent is already a party to this Agreement, the requirements of Section 9.6(b) shall not be applicable and such Indebtedness shall automatically constitute Additional Tenant Financing Debt subject to the provisions of this Agreement. (f) Landlord shall cause the Fee Mortgagee under any Fee Mortgage entered into after the date of this Agreement to become party to this Agreement as a Landlord Financing Lender by executing and delivering to each party hereto a joinder agreement in form and substance reasonably satisfactory to the Tenant Financing Collateral Agents pursuant to which such Fee Mortgagee agrees to be subject to and bound by the terms of this Agreement, including Section 2.1(c), as a Landlord Financing Lender.

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 (viiii), as applicable, of the immediately succeeding paragraph. In order for a Second Priority Class Debt Representative to become a party to this Agreement: (i) such Second Priority 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 Second Priority Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Second Priority Class Debt in respect of which such Class Debt Representative is the Representative and the related Second Priority Class Debt Parties become subject hereto and bound hereby; (ii) the Company 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 Second Priority 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 Second Priority Class Debt, certified as being true and correct by a Responsible an Authorized Officer of the Company; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Second Priority Class Debt shall provide that each Second Priority Class Debt Party with respect to such Second Priority Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Second Priority Class Debt.

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: (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 Company shall have delivered to the Designated Senior Representative an Officer’s Certificate stating designating Indebtedness as a Senior Facility or Second Priority Debt hereunder, certifying that the incurrence of such Indebtedness and its designation as such hereunder is permitted by each Senior Debt Document and Second Priority Debt Document and 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 a Responsible Officer of the Company; 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.

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: : (iA) 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 Company 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 a Responsible Officer of the Company; 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.31

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: (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 Junior 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 Company 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 Junior Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible an Authorized Officer of the Company; and (iii) the Second 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.