Common use of Additional Fixed Asset Debt Clause in Contracts

Additional Fixed Asset Debt. The Parent and the other applicable Grantors will be permitted to designate as an additional holder of Fixed Asset Obligations hereunder each Person who is, or who becomes or who is to become, the registered holder of any Additional Fixed Asset Debt incurred by the Parent or such Grantor after the date of this Agreement in accordance with the terms of all applicable Additional Fixed Asset Documents. Upon the issuance or incurrence of any such Additional Fixed Asset Debt: (a) The Parent shall deliver to the Fixed Asset Collateral Agents and the ABL Collateral Agent of an officers’ certificate stating that the Parent or such Grantor intends to enter into an Additional Fixed Asset Instrument and certifying that the issuance or incurrence of Additional Fixed Asset Debt under such Additional Fixed Asset Instrument is permitted by the ABL Credit Documents and each applicable Additional Fixed Asset Documents; (b) the administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt shall execute and deliver to the Collateral Agents a Joinder Agreement pursuant to which it becomes a Fixed Asset Collateral Agent hereunder, the Additional Fixed Asset Debt in respect of which such Person is a Fixed Asset Collateral Agent constitutes Fixed Asset Obligations and the related Additional Fixed Asset Claimholders become subject hereto and bound hereby as Fixed Asset Claimholders; (c) the Fixed Asset Collateral Documents in respect of such Additional Fixed Asset Debt shall be subject to, and shall comply with, Sections 2.03 and 2.04 of this Agreement; and (d) each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Intercreditor Agreement) as the Parent or the Additional Fixed Asset Collateral Agent for such Additional Fixed Asset Debt may reasonably request in order to provide to them the rights, remedies and powers and authorities contemplated hereby, in each consistent in all respects with the terms of this Intercreditor Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Parent or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Credit Document.

Additional Fixed Asset Debt. The Parent Company and the other applicable Grantors will be permitted to designate as an additional holder of Fixed Asset Obligations hereunder each Person who is, or who becomes or who is to become, the registered holder of any Additional Fixed Asset Debt incurred by the Parent Company or such Grantor after the date of this Agreement in accordance with the terms of all applicable Additional Fixed Asset Documents and the ABL Credit Documents. Upon the issuance or incurrence of any such Additional Fixed Asset Debt: (a) The Parent Company shall deliver to the Fixed Asset Collateral Agents and the ABL Collateral Agent of an officers’ certificate stating that the Parent Company or such Grantor intends to enter into an Additional Fixed Asset Instrument and certifying that the issuance or incurrence of Additional Fixed Asset Debt under such Additional Fixed Asset Instrument is permitted by the ABL Credit Documents and each applicable Additional Fixed Asset Documents; (b) the administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt shall execute and deliver to the Collateral Agents a Joinder Agreement pursuant to which it becomes a Fixed Asset Collateral Agent hereunder, the Additional Fixed Asset Debt in respect of which such Person is a Fixed Asset Collateral Agent constitutes Fixed Asset Obligations and the related Additional Fixed Asset Claimholders become subject hereto and bound hereby as Fixed Asset Claimholders; (c) the Fixed Asset Collateral Documents in respect of such Additional Fixed Asset Debt shall be subject to, and shall comply with, Sections 2.03 and 2.04 of this Agreement; and (d) each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Intercreditor Agreement) as the Parent Company or the Additional Fixed Asset Collateral Agent for such Additional Fixed Asset Debt may reasonably request (at the Grantors’ sole expense) in order to provide to them the rights, remedies and powers and authorities contemplated hereby, in each consistent in all respects with the terms of this Intercreditor Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Parent Company or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Credit Document.

Additional Fixed Asset Debt. The Parent Lead Borrower and the other applicable Grantors will be permitted to designate as an additional holder of Fixed Asset Obligations hereunder each Person who is, or who becomes or who is to become, the registered holder of any Additional Fixed Asset Debt incurred by the Parent Lead Borrower or such Grantor after the date of this Agreement in accordance with the terms of all applicable Additional then existing Secured Revolver/Fixed Asset Documents. Upon the issuance or incurrence of any such Additional Fixed Asset Debt: (a) The Parent the Lead Borrower shall deliver to the Fixed Asset Collateral Agents and the ABL Revolving Credit Collateral Agent of an officersOfficers’ certificate Certificate stating that the Parent Lead Borrower or such Grantor intends to enter into an Additional Fixed Asset Instrument and certifying that the issuance or incurrence of Additional Fixed Asset Debt under such Additional Fixed Asset Instrument is permitted by the ABL Credit Documents and each applicable Additional then existing Secured Revolver/Fixed Asset Documents; (b) the administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt shall execute and deliver to the Collateral Agents a Joinder Agreement pursuant to which it becomes a Fixed Asset Collateral Agent hereunder, the Additional Fixed Asset Debt in respect of which such Person is a Fixed Asset Collateral Agent constitutes Fixed Asset Obligations and the related Additional Fixed Asset Claimholders become subject hereto and bound hereby as Fixed Asset ClaimholdersAgreement; (c) the Fixed Asset Collateral Documents in respect of such Additional Fixed Asset Debt shall be subject to, and shall comply with, Sections 2.03 2.3 and 2.04 2.4 of this Agreement; and (d) each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Intercreditor Agreement) as the Parent Lead Borrower or the Additional Fixed Asset Collateral Agent administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt may reasonably request in order to provide to them the rights, remedies and powers and authorities contemplated hereby, in each consistent in all respects with the terms of this Intercreditor Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Parent Holdings or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Credit Document.

Additional Fixed Asset Debt. The Parent Holdings and the other applicable Grantors will be permitted to designate as an additional holder of Fixed Asset Obligations hereunder each Person who is, or who becomes or who is to become, the registered holder of any Additional Fixed Asset Debt incurred by the Parent Holdings or such Grantor after the date of this Agreement in accordance with the terms of all applicable Additional Secured Revolver/Initial Fixed Asset Documents. Upon the issuance or incurrence of any such Additional Fixed Asset Debt: (a) The Parent Holdings shall deliver to the Fixed Asset Collateral Agents and the ABL Revolving Credit Collateral Agent of an officersOfficers’ certificate Certificate stating that the Parent Holdings or such Grantor intends to enter into an Additional Fixed Asset Instrument and certifying that the issuance or incurrence of Additional Fixed Asset Debt under such Additional Fixed Asset Instrument is permitted by the ABL Credit Documents and each applicable Additional Secured Revolver/Initial Fixed Asset Documents; (b) the administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt shall execute and deliver to the Collateral Agents a Joinder Agreement pursuant to which it becomes a Fixed Asset Collateral Agent hereunder, the Additional Fixed Asset Debt in respect of which such Person is a Fixed Asset Collateral Agent constitutes Fixed Asset Obligations and the related Additional Fixed Asset Claimholders become subject hereto and bound hereby as Fixed Asset ClaimholdersAgreement; (c) the Fixed Asset Collateral Documents in respect of such Additional Fixed Asset Debt shall be subject to, and shall comply with, Sections 2.03 2.3 and 2.04 2.4 of this Agreement; and (d) each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Intercreditor Agreement) as the Parent Holdings or the Additional Fixed Asset Collateral Agent administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt may reasonably request in order to provide to them the rights, remedies and powers and authorities contemplated hereby, in each consistent in all respects with the terms of this Intercreditor Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Parent Holdings or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Credit Document.

Additional Fixed Asset Debt. The Parent Borrower and the other applicable Grantors will be permitted to designate as an additional holder of Fixed Asset Obligations hereunder each Person who is, or who becomes or who is to become, the registered holder of any Additional Fixed Asset Debt incurred by the Parent Borrower or such Grantor after the date of this Agreement in accordance with the terms of all applicable Additional Secured Revolver/Initial Fixed Asset Documents. Upon the issuance or incurrence of any such Additional Fixed Asset Debt: (a) The Parent Borrower shall deliver to the Fixed Asset Collateral Agents and the ABL Revolving Credit Collateral Agent of an officersOfficers’ certificate Certificate stating that the Parent Borrower or such Grantor intends to enter into an Additional Fixed Asset Instrument and certifying that the issuance or incurrence of Additional Fixed Asset Debt under such Additional Fixed Asset Instrument is permitted by the ABL Credit Documents and each applicable Additional Secured Revolver/Initial Fixed Asset Documents; (b) the administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt shall execute and deliver to the Collateral Agents a Joinder Agreement pursuant to which it becomes a Fixed Asset Collateral Agent hereunder, the Additional Fixed Asset Debt in respect of which such Person is a Fixed Asset Collateral Agent constitutes Fixed Asset Obligations and the related Additional Fixed Asset Claimholders become subject hereto and bound hereby as Fixed Asset ClaimholdersAgreement; (c) the Fixed Asset Collateral Documents in respect of such Additional Fixed Asset Debt shall be subject to, and shall comply with, Sections 2.03 2.3 and 2.04 2.4 of this Agreement; and (d) each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Intercreditor Agreement) as the Parent Borrower or the Additional Fixed Asset Collateral Agent administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt may reasonably request in order to provide to them the rights, remedies and powers and authorities contemplated hereby, in each consistent in all respects with the terms of this Intercreditor Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Parent Holdings or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Credit Document.

Additional Fixed Asset Debt. The Parent This Indenture and the other applicable Grantors Collateral Trust Agreement provide that the Issuer may incur additional Fixed Asset Debt by issuing additional Notes under this Indenture or under one or more additional indentures or issuing or increasing a new Series of Fixed Asset Debt, in each case subject to the covenants contained in this Indenture. All additional Fixed Asset Debt will be pari passu with the Notes, will be guaranteed on a pari passu basis by each Guarantor and will be secured by the Collateral equally and ratably with the Notes for as long as the Notes and the Note Guarantees are secured by the Collateral. The additional Fixed Asset Debt will only be permitted to designate as be secured by the Collateral if such Indebtedness and the related Liens are permitted to be incurred under this Indenture, including Sections 4.09 and 4.12 hereof. This Indenture and the Collateral Trust Agreement set forth the procedures pursuant to which an additional holder series of Indebtedness can become an additional Series of Fixed Asset Obligations hereunder each Person who is, or who becomes or who Debt that is entitled to become, be secured equally and ratably with the registered holder of any Additional Notes by the Liens on the Collateral granted to the collateral trustee. This Indenture provides and all future Fixed Asset Debt incurred by the Parent or such Grantor after the date of this Agreement in accordance with the terms of all applicable Additional Fixed Asset Documents. Upon the issuance or incurrence of any such Additional Fixed Asset DebtDocuments will be required to provide that, notwithstanding: (a) The Parent shall deliver anything to the Fixed Asset Collateral Agents and contrary contained in the ABL Collateral Agent of an officers’ certificate stating that the Parent or such Grantor intends to enter into an Additional Fixed Asset Instrument and certifying that the issuance or incurrence of Additional Fixed Asset Debt under such Additional Fixed Asset Instrument is permitted by the ABL Credit Documents and each applicable Additional Fixed Asset Documentssecurity documents; (b) the administrative agent or trustee and collateral agent for such Additional time of incurrence of any Series of Fixed Asset Debt shall execute and deliver to the Collateral Agents a Joinder Agreement pursuant to which it becomes a Fixed Asset Collateral Agent hereunder, the Additional Fixed Asset Debt in respect of which such Person is a Fixed Asset Collateral Agent constitutes Fixed Asset Obligations and the related Additional Fixed Asset Claimholders become subject hereto and bound hereby as Fixed Asset ClaimholdersDebt; (c) the order or method of attachment or perfection of any Liens securing any Series of Fixed Asset Collateral Documents in respect Debt; (d) the time or order of such Additional filing or recording of financing statements, mortgages or other documents filed or recorded to perfect any Lien upon any Collateral; (e) the time of taking possession or control over any Collateral; (f) that any Fixed Asset Lien may not have been perfected or may be or have become subordinated, by equitable subordination or otherwise, to any other Lien; or (g) the rules for determining priority under any law governing relative priorities of Liens: (1) all Fixed Asset Liens granted at any time by the Issuer or any Guarantor secure, equally and ratably, all present and future Fixed Asset Debt Obligations; and (2) all proceeds of all Fixed Asset Liens granted at any time by the Issuer or any Guarantor will be allocated and distributed equally and ratably on account of the Fixed Asset Debt and other Fixed Asset Debt Obligations. The Fixed Asset Debt Representative of each future Series of Fixed Asset Debt shall be subject to, required to deliver a Lien Sharing and shall comply with, Sections 2.03 Priority Confirmation to the collateral trustee and 2.04 the Trustee at the time of this Agreement; and (d) each existing Collateral Agent shall promptly enter into incurrence of such documents and agreements (including amendments or supplements to this Intercreditor Agreement) as the Parent or the Additional Series of Fixed Asset Collateral Agent for such Additional Fixed Asset Debt may reasonably request in order to provide to them the rights, remedies and powers and authorities contemplated hereby, in each consistent in all respects with the terms of this Intercreditor Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Parent or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Credit DocumentDebt.

Additional Fixed Asset Debt. The Parent Term Loan Borrower and the other applicable Grantors will be permitted to designate as an additional holder of Fixed Asset Obligations hereunder each Person who is, or who becomes or who is to become, the registered holder of any Additional Fixed Asset Debt incurred by the Parent Term Loan Borrower or such Grantor after the date of this Agreement in accordance with the terms of all applicable Additional then-existing Secured Revolver/Fixed Asset Documents. Upon the issuance or incurrence of any such Additional Fixed Asset Debt: (a) The Parent : the Term Loan Borrower shall deliver to the Fixed Asset Collateral Agents and the ABL Revolving Credit Collateral Agent of an officersOfficers’ certificate Certificate stating that the Parent Term Loan Borrower or such Grantor intends to enter into an Additional Fixed Asset Instrument and certifying that the issuance or incurrence of Additional Fixed Asset Debt under such Additional Fixed Asset Instrument is permitted by the ABL Credit Documents and each applicable Additional then-existing Secured Revolver/Fixed Asset Documents; (b) ; the administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt shall execute and deliver to the Collateral Agents a Joinder Agreement pursuant to which it becomes a Fixed Asset Collateral Agent hereunder, the Additional Fixed Asset Debt in respect of which such Person is a Fixed Asset Collateral Agent constitutes Fixed Asset Obligations and the related Additional Fixed Asset Claimholders become subject hereto and bound hereby as Fixed Asset ClaimholdersAgreement; (ci) the Fixed Asset Collateral Documents in respect of such Additional Fixed Asset Debt shall be subject to, and shall comply with, Sections 2.03 2.3 and 2.04 2.4 of this Agreement; and (dii) each existing Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Intercreditor Agreement) as the Parent Borrower or the Additional Fixed Asset Collateral Agent administrative agent or trustee and collateral agent for such Additional Fixed Asset Debt may reasonably request in order to provide to them the rights, remedies and powers and authorities contemplated hereby, in each consistent in all respects with the terms of this Intercreditor Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Parent Holdings or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Credit Document.