Common use of Additional Debt Facilities Clause in Contracts

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted to be so incurred and, secured, by the provisions of this Agreement (including Section 5.2 hereof) and the First Lien Debt Documents and Second Lien Debt Documents that will remain outstanding following the establishment of the applicable Additional Debt Facility or Additional Debt Facilities, the Borrower or any other Credit Party may establish one or more Additional Debt Facilities. Any such Additional Second Lien Debt Facility may be secured by a Second Priority Lien on Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Additional Second Lien Debt Facility, if and subject to the condition that the relevant Additional Second Lien Agent, acting on behalf of the Additional Second Lien Secured Parties, becomes a party to this Agreement by satisfying conditions set forth in clauses (i) through (iii), as applicable, of Section 7.6(b) hereof. Any such Additional First Lien Debt Facility may be secured by a First Priority Lien on Collateral, under and pursuant to the relevant First Lien Collateral Documents for such Additional First Lien Debt Facility, if and subject to the condition that the relevant Additional First Lien Agent, acting on behalf of the Additional First Lien Secured Parties, becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of Section 7.6(b) hereof. (b) In order for an Additional Agent to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted to be so incurred and, secured, by the provisions of this Agreement (including Section 5.2 hereof) and the First First-Lien Debt Documents and Second the Junior-Lien Debt Documents that will remain outstanding following the establishment of the applicable Additional Debt Facility or Additional Debt Facilitieswhich are then in effect, the Borrower Company may incur or any other Credit Party may establish issue and sell one or more Additional series or classes of Junior-Lien Debt Facilitiesafter the date hereof. Any such Additional Second additional class or series of Junior-Lien Debt Facility (the “Additional Junior-Lien Debt”) may be secured by a Second Priority junior Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior-Lien Collateral Documents for such Additional Second Junior-Lien Debt FacilityDebt, if and subject to the condition that the relevant Junior-Lien Authorized Representative and the Junior-Lien Collateral Agent of any such Additional Second Junior-Lien Debt (such Junior-Lien Authorized Representative and such Junior-Lien Collateral Agent, each an “Additional Junior-Lien Debt Representative”), acting on behalf of the holders of such Additional Second Junior-Lien Debt (such Additional Junior-Lien Debt Representatives and holders in respect of any Additional Junior-Lien Debt being referred to as the “Additional Junior-Lien Secured Parties”), becomes a party to this Agreement by satisfying conditions set forth in clauses (i) through (iii), as applicable, of Section 7.6(b) hereof. Any such Additional First Lien Debt Facility may be secured by a First Priority Lien on Collateral, under and pursuant to the relevant First Lien Collateral Documents for such Additional First Lien Debt Facility, if and subject to the condition that the relevant Additional First Lien Agent, acting on behalf of the Additional First Lien Secured Parties, becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of Section 7.6(b) hereof. (b) immediately succeeding paragraph. In order for an Additional Agent Junior-Lien Debt Representative to become a party to this Agreement:

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted to be so incurred and, secured, by the provisions of this Agreement (including Section 5.2 hereof) and the First Lien Debt Documents and the Second Lien Debt Documents that will remain outstanding following the establishment of the applicable Additional Debt Facility or Additional Debt Facilitiesand Section 5.3, the Borrower Company may (x) incur or any other Credit Party may establish issue and sell one or more series or classes of Indebtedness that the Company designates as Additional First Lien Debt Facilities. Any such and/or one or more series or classes of Indebtedness that the Company designates as Additional Second Lien Debt Facility (each, “Additional Debt”) or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens (other than any First Lien Declined Liens), which shall be Additional First Lien Obligations. Any such series or class of Additional First Lien Debt may be secured by a Second Priority first-priority, senior Lien on the Collateral, in each case under and pursuant to the relevant Second First Lien Collateral Documents for such Series of Additional Second First Lien Debt FacilityDebt, if and subject to the condition that that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement, the relevant Additional Second First Lien AgentPari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect), acting on behalf of the Additional Second First Lien Secured Parties, Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement by satisfying conditions set forth in clauses (i) through (iii)Agreement, as applicable, of Section 7.6(b) hereof. Any such Additional the First Lien Debt Facility may be secured by a First Priority Lien on Collateral, under Pari Passu Intercreditor Agreement and pursuant to the relevant First Lien Collateral Documents for such Additional First Lien Debt Facility, Term/ABL Intercreditor Agreement (if and subject to the condition that the relevant Additional First Lien Agent, acting on behalf of the Additional First Lien Secured Parties, becomes a party to this Agreement then in effect) by satisfying the conditions set forth in clauses (i1) through (iii), as applicable, 3) of Section 7.6(b) hereof. paragraph (b) In order for an Additional Agent to become a party to this Agreement:of this

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 this Agreement (including Section 5.2 hereof) and the First Lien then outstanding Debt Documents and Second Lien Debt Documents that will remain outstanding following the establishment of the applicable Additional Debt Facility or Additional Debt FacilitiesDocuments, the Borrower Company or any other Credit Party Grantor may establish incur or issue and sell one or more series, issues or classes of Indebtedness (for purposes of this Section 7.08, “Additional Debt FacilitiesObligations”). Any such series, issue or class of Additional Second Lien Debt Facility may Obligations will be secured by a Second Priority Lien on CollateralXxxx and will rank as, in each case under and pursuant to the relevant Second extent permitted by the then outstanding Debt Documents, (i) pari passu with any existing First Priority Obligations, (ii) junior to any existing First Priority Obligations and pari passu with any existing Third Lien Collateral Documents for such Additional Second Obligations, or (iii) junior to any existing First Priority Obligations and Third Lien Debt FacilityObligations and pari passu with any existing Fourth Lien Obligations, if and subject to the condition that the relevant additional Representative with respect to such Additional Second Lien AgentObligations, acting on behalf of the Additional Second Lien one or more additional Secured Parties, becomes a party to this Agreement by satisfying conditions set forth in clauses (i) through (iii), as applicable, of Section 7.6(b) hereof. Any such Additional First Lien Debt Facility may be secured by a First Priority Lien on Collateral, under and pursuant to the relevant First Lien Collateral Documents for such Additional First Lien Debt Facility, if and subject to the condition that the relevant Additional First Lien Agent, acting on behalf of the Additional First Lien Secured PartiesParties it represents, becomes a party to this Agreement by satisfying the following conditions: (i) Each such Representative shall have executed and delivered a Representative Supplement substantially in the form of Xxxxx XX (with all blanks and required information completed as appropriate) pursuant to which it becomes a Representative hereunder, and the Additional Obligations in respect of which such Representative is the Representative and the related additional Secured Parties become subject hereto and bound hereby; (ii) the Company shall have delivered to the Collateral Agent an Officer’s Certificate stating that the conditions set forth in clauses (i) through this Section 7.08 are satisfied with respect to such Additional Obligations, and true and complete copies of the applicable new Debt Documents relating to such Additional Obligations, certified as being true and correct by a Responsible Officer of the Company; and (iii)) the applicable new Debt Documents, relating to such Additional Obligations, shall provide, or shall be amended to provide, that each Secured Party with respect to such Additional Obligations, will be subject to and bound by the provisions of this Agreement in its capacity as applicable, a holder of Section 7.6(b) hereofsuch Obligations. (b) In order for an Subject to the requirements of Section 7.03.(b), with respect to any Additional Obligations that are issued or incurred after the date hereof, the Company and each of the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by the Collateral Agent and enter into such technical amendments, modifications and/or supplements to become a party the then existing guarantees and Collateral Documents as may from time to this Agreement:time be necessary to ensure that the Additional Obligations are secured by, and entitled to the benefits and relative priorities of, the relevant Collateral Documents relating to such Additional Obligations, and each Secured Party hereby agrees to and authorizes and as the case may be, to enter into, any such technical amendments, modifications and/or supplements at the sole cost and expense of the Company and each of the other Grantors.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted to be so incurred and, secured, by the provisions of this Agreement (including Section 5.2 hereof) and the First Lien Debt Documents and the Second Lien Debt Documents that will remain outstanding following the establishment of the applicable Additional Debt Facility or Additional Debt Facilitiesand Section 5.3, the Borrower Company may (x) incur or any other Credit Party may establish issue and sell one or more series or classes of Indebtedness that the Company designates as Additional First Lien Debt Facilities. Any such and/or one or more series or classes of Indebtedness that the Company designates as Additional Second Lien Debt Facility (each, “Additional Debt”) or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens (other than any First Lien Declined Liens), which shall be Additional First Lien Obligations. Any such series or class of Additional First Lien Debt may be secured by a Second Priority first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect), the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative and Replacement First Lien Collateral Agent, acting on behalf of the holders of such Initial First Lien Obligations, each becomes a party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative and Additional First Lien Collateral Agent, or Replacement First Lien Representative and Replacement First Lien Collateral Agent, as the case may be, so becoming a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) in accordance with the terms thereof, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Series of Additional Second Lien Debt FacilityDebt, if and subject to the condition that the relevant condition, unless such Indebtedness is part of an existing Series of Additional Second Lien AgentDebt represented by a Second Lien Representative and Second Lien Collateral Agent already party to this Agreement, acting on behalf of the Second Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect), the Additional Second Lien Secured Parties, Representative and Additional Second Lien Collateral Agent of any such Additional Second Lien Debt each becomes a party to this Agreement, the Second Lien Pari Passu Intercreditor Agreement by satisfying conditions set forth and the Term/ABL Intercreditor Agreement (if then in clauses (ieffect) through (iii), as applicable, of Section 7.6(b) hereof. Any such Additional First Lien Debt Facility may be secured by a First Priority Lien on Collateral, under and pursuant to the relevant First Lien Collateral Documents for such Additional First Lien Debt Facility, if and subject to the condition that the relevant Additional First Lien Agent, acting on behalf of the Additional First Lien Secured Parties, becomes a party to this Agreement by satisfying the conditions set forth in clauses (i1) through (iii)3) of paragraph (b) of this Section 8.7. 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 and the Term/ABL Intercreditor Agreement (if then in effect) in accordance with the terms thereof, as applicable, all Additional Second Lien Obligations of Section 7.6(b) hereofsuch Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for an Additional Representative and an Additional Collateral Agent, or, in the case of a Replacement First Lien Credit Agreement, the Replacement First Lien Representative and the Replacement First Lien Collateral Agent in respect thereof, to become a party to this Agreement: (1) such Additional Representative and such Additional 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) a Joinder Agreement substantially in the form of Exhibit I hereto (if such Representative is an Additional Second Lien Representative and such Collateral Agent is an Additional Second Lien Collateral Agent) or Exhibit II hereto (if such Representative is an Additional First Lien Representative and such Collateral Agent is an Additional First Lien Collateral Agent or in the case of a Replacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated First Lien Representative and such Representative and such Collateral Agent) pursuant to which (x) such Additional Representative becomes a Representative hereunder, such Additional Collateral Agent becomes a Collateral Agent hereunder and the related First Lien Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby or (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder and such Replacement First Lien Collateral Agent becomes the Initial First Lien Collateral Agent 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 and (B) a joinder agreement to the Term/ABL Intercreditor Agreement (if then in effect) in the form required thereby or such other form as may be acceptable to the parties thereto; (2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the 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, Additional Second Lien Obligations, or Initial First Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative and Additional Collateral Agent or the Replacement First Lien Representative and Replacement First Lien Collateral Agent, (C) certify that such Additional Debt or Initial First Lien Obligations is 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 8.7 are satisfied with respect to such Additional Debt or Initial 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 (3) the Company shall have delivered to each other Collateral Agent true, complete and certified copies of each of the First Lien Documents or Second Lien Documents, as applicable, relating to such Additional First Lien Debt, Additional Second Lien Debt, or the Replacement First Lien Credit Agreement, as applicable. (c) The Additional Second Lien Documents or Additional First Lien Documents, as applicable, relating to such Additional Obligations shall provide that each of the applicable Secured Parties with respect to such Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional 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 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 such Additional Second Lien Representative and such Additional Second 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 Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement, 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 Documents or Additional Second Lien 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, the Term/ABL Intercreditor Agreement (if then in effect) 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 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 or Additional Second Lien 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 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 to be so incurred and, secured, by the provisions of this Agreement (including Section 5.2 hereof) and the First First-Lien Debt Documents and Second the Junior-Lien Debt Documents that will remain outstanding following the establishment of the applicable Additional Debt Facility or Additional Debt Facilitieswhich are then in effect, the Borrower Company may incur or any other Credit Party may establish issue and sell one or more Additional series or classes of Junior-Lien Debt Facilitiesafter the date hereof. Any such Additional Second additional class or series of Junior-Lien Debt Facility (the “Additional Junior-Lien Debt”) may be secured by a Second Priority junior Lien on Shared Collateral, in each case under and pursuant to the relevant Second Junior-Lien Collateral Documents for such Additional Second Junior-Lien Debt FacilityDebt, if and subject to the condition that the relevant Junior-Lien Authorized Representative and the Junior-Lien Collateral Agent of any such Additional Second Junior-Lien Debt (such Junior-Lien Authorized Representative and such Junior-Lien Collateral Agent, each an “Additional Junior-Lien Debt Representative”), acting on behalf of the holders of such Additional Second Junior-Lien Debt (such Additional Junior-Lien Debt Representatives and holders in respect of any Additional Junior-Lien Debt being referred to as the “Additional Junior-Lien Secured Parties”), becomes a party to this Agreement by satisfying conditions set forth in clauses (i) through (iii), as applicable, of Section 7.6(b) hereof. Any such Additional First Lien Debt Facility may be secured by a First Priority Lien on Collateral, under and pursuant to the relevant First Lien Collateral Documents for such Additional First Lien Debt Facility, if and subject to the condition that the relevant Additional First Lien Agent, acting on behalf of the Additional First Lien Secured Parties, becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of Section 7.6(b) hereof. (b) immediately succeeding paragraph. In order for an Additional Agent Junior-Lien Debt Representative to become a party to this Agreement: