Common use of Additional Parties Clause in Contracts

Additional Parties. (a) Each of the Parties appoints the Intercreditor Agent to receive on its behalf each Debtor Accession Deed and Creditor/Creditor Representative Accession Undertaking delivered to the Intercreditor Agent and the Intercreditor Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. Each of the Secured Parties authorises the Common Security Agent to sign and accept each Debtor Accession Deed delivered to the Common Security Agent and the Common Security Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Accession Undertaking delivered to the Intercreditor Agent by any new Ancillary Lender (which is an Affiliate of a Credit Facility Lender): (i) the Intercreditor Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Accession Undertaking to the relevant Creditor Representative; and (ii) the relevant Creditor Representative shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Agreement.

Additional Parties. (a) Each of the Parties appoints the Intercreditor Security Agent to receive on its behalf each Debtor Accession Deed and Creditor/Creditor Representative Accession Undertaking delivered to the Intercreditor Agent and the Intercreditor Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. Each of the Secured Parties authorises the Common Security Agent to sign and accept each Debtor Accession Deed delivered to the Common Security Agent and the Common Security Agent shall, as soon as reasonably practicable subject to paragraphs (c) and (d) below, promptly after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Accession Undertaking delivered to the Intercreditor Security Agent by any new Ancillary Lender (which is an Affiliate of a Credit Facility Lender): (i) the Intercreditor Security Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Accession Undertaking to the relevant Creditor Representative; and (ii) the relevant Creditor Representative shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Agreement. (c) The relevant Creditor Representative shall be obliged to sign and accept a Debtor Accession Deed or Creditor/Creditor Representative Accession Undertaking received by it promptly after receipt by it provided that it is satisfied that it has complied with all necessary “know your customer” or similar other checks under all applicable laws and regulations in relation to the accession by the prospective party to this Agreement. (d) Each Party shall promptly upon the request of the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Security Agent (for itself) from time to time in order for the Security Agent to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Debt Documents. (e) The Senior Secured Notes Issuer shall provide the Security Agent with copies (certified by a director of the Senior Secured Notes Issuer to be true and complete) of each Debt Document as soon as reasonably practicable upon execution.

Additional Parties. (a) Each of the Parties appoints the Intercreditor Security Agent to receive and execute on its behalf each Debtor Debtor/Third Party Security Provider Accession Deed and Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Agent and the Intercreditor Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. Each of the Secured Parties authorises the Common Security Agent to sign and accept each Debtor Accession Deed delivered to the Common Security Agent and the Common Security Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt DocumentFinancing Agreement. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Security Agent by any new Ancillary Lender (which is an Affiliate of a Credit Facility LenderSenior Lender or a Permitted Senior Financing Creditor): (i) the Intercreditor Security Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Agent Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Agent Accession Undertaking to the Senior Facility Agent or, as the case may be, the relevant Senior Creditor Representative; and (ii) the relevant Senior Facility Agent or, as the case may be, Senior Creditor Representative shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Agent Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Agreement. (c) For the avoidance of doubt, any person shall be permitted to become party to this Agreement as: (i) a Permitted Senior Financing Creditor and/or a Senior Creditor Representative as contemplated by the definition of Permitted Senior Financing Debt; (ii) a Permitted Second Lien Financing Creditor and/or a Second Lien Creditor Representative as contemplated by the definition of Permitted Second Lien Financing Debt; and (iii) a Permitted Parent Financing Creditor and/or a Senior Parent Creditor Representative as contemplated by the definition of Permitted Parent Financing Debt.

Additional Parties. (aA) Each of the Parties appoints the Intercreditor Security Agent to receive on its behalf each Debtor Obligor Accession Deed and Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Security Agent and the Intercreditor Security Agent shall, subject to paragraph (C) below, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. Each of the Secured Parties authorises the Common Security Agent to sign and accept each Debtor Accession Deed delivered to the Common Security Agent and the Common Security Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt DocumentFacility Agreement. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (dB) In the case of a Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Security Agent by any new Ancillary Lender (which is an Affiliate of party acceding to this Agreement as a Credit Facility Lender):Hedging Counterparty: (i) the Intercreditor Security Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Agent Accession Undertaking in accordance with paragraph (aA) above, deliver that Creditor/Creditor Representative Agent Accession Undertaking to the relevant Creditor RepresentativeFacility Agent; and (ii) the relevant Creditor Representative Facility Agent shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Agent Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Agreement. (C) The Security Agent shall only be obliged to sign and accept an Obligor Accession Deed or Creditor/Agent Accession Undertaking received by it once it is satisfied that it has complied with all necessary “know your customer” or similar other checks under all applicable laws and regulations in relation to the accession by the prospective party to this Agreement. (D) Each Party shall promptly upon the request of the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Security Agent (for itself) from time to time in order for the Security Agent to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

Additional Parties. (a) Each So long as it is permitted to do so by the terms of the Parties appoints Credit Agreement, the Intercreditor Agent to receive on its behalf each Debtor Accession Deed and Creditor/Creditor Representative Accession Undertaking delivered to the Intercreditor Agent Note Agreements and the Intercreditor Agent shallFuture Debt Documents, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed Company may enter into one or more Future Debt Documents and, where applicablepursuant thereto, delivered incur additional indebtedness secured by the Collateral under the terms of the Security Documents; provided that, at the time the Company enters into any such Future Debt Documents, each such Future Debt Holder party to such Future Debt Documents, shall sign an acknowledgment in the form contemplated by of Exhibit B-1 attached to this Agreement or, where applicableAgreement, by which such Future Debt Holder agrees to be bound by the relevant terms of this Agreement, and shall deliver a signed acknowledgment hereof (also executed by the Company and the Collateral Agent) to the Collateral Agent; and provided further that on the date of execution and delivery of such Future Debt Document. Each Documents and after giving effect to any indebtedness incurred by the Company thereunder and to the application of the Secured Parties authorises proceeds thereof, no Default or Event of Default shall have occurred and be continuing under the Common Security Agent to sign and accept each Debtor Accession Deed delivered to Note Agreements, the Common Security Agent and the Common Security Agent shallCredit Agreement, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, such Future Debt Documents or any Future Debt Documents executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Documentprior thereto. (b) The Intercreditor Upon the acquisition or creation of any Subsidiary that constitutes a Significant Domestic Subsidiary, (i) the Company shall execute, and cause such Subsidiary to execute, and deliver to the Collateral Agent and each Benefited Party the Security Documents to the extent required by Section 7.23 of the Credit Agreement and/or the applicable provisions of the Note Agreements or any Future Debt Documents and (ii) the Company shall only be obliged cause such newly acquired or created Subsidiary (and any other Subsidiary required to deliver a stock pledge under Section 4.15 of the Security Agreement or a deed of charge under any comparable provision contained in the Share Charge) to execute a Creditor/Creditor Representative Accession Undertaking delivered and deliver to it the Collateral Agent an acknowledgment substantially in the form of Exhibit B-2 attached to this Agreement, by a person intending which such Subsidiary agrees to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws be bound by the terms of this Agreement. Each such acknowledgment shall also be signed by the Company and regulations in relation to that person’s accessionthe Collateral Agent. (c) Neither Notwithstanding anything in any of the Intercreditor Agent nor Financing Agreements to the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied contrary, each Benefited Party agrees that it has complied with all necessary “know your customer” will not sell, assign, grant a participation or otherwise transfer any interest in any of the Benefited Obligations or interests therein to any Person other than another Benefited Party or the Company or any of the Company's Affiliates (provided that any note or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Accession Undertaking delivered Benefited Obligation assigned to the Intercreditor Agent by Company or any new Ancillary Lender (which is an Affiliate of a Credit Facility Lender): (i) the Intercreditor Agent its Affiliates shall, as soon as practicable after concurrently with such assignment, be cancelled), unless such other Person shall become a Benefited Party under this Agreement by signing and accepting that Creditor/Creditor Representative Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Accession Undertaking an acknowledgment to the relevant Creditor Representative; and (ii) the relevant Creditor Representative shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Accession Undertaking if it appears on its face to have been completed, executed and delivered this Agreement substantially in the form contemplated by this Agreementof Exhibit B-3.

Additional Parties. (a) Each No Secured Party shall transfer the Secured Obligations owing to it unless and until the transferee agrees to be bound by the terms and conditions of the Parties appoints the Intercreditor Agent to receive on its behalf each Debtor Accession Deed this Agreement by executing and Creditor/Creditor Representative Accession Undertaking delivered delivering to the Intercreditor Collateral Agent and the Intercreditor Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered a supplement hereto in the form contemplated by of Exhibit B or Exhibit C, as applicable, appropriately completed. Each transferee of any Secured Obligations shall take such Secured Obligations subject to the provisions of this Agreement orand to any request made, where applicable, waiver or consent given or other action taken or authorized hereunder by each previous holder of such Secured Obligations prior to the receipt by the relevant Debt DocumentCollateral Agent of written notice of such transfer; and, except as expressly otherwise provided in such notice, the Collateral Agent may conclusively assume that the transferee named in such notice shall thereafter be vested with all rights and powers as a Secured Party under this Agreement (and the Collateral Agent may conclusively assume that no Secured Obligations have been subject to any transfer other than transfers of which the Collateral Agent has received such a notice). Each Prudential Investment Management, Inc. will not permit any Person to be a purchaser of Shelf Notes under the Secured Parties authorises Note Purchase Agreement unless such Person agrees to be bound by the Common Security Agent to sign terms and accept each Debtor Accession Deed delivered conditions of this Agreement by executing and delivering to the Common Security Collateral Agent and the Common Security Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered a joinder hereto in the form contemplated of Exhibit E hereto, whereon such Person shall become a party to this Agreement. Each Lender will cause each of its Affiliates that enters into a Rate Management Transaction or becomes an obligee with respect to Banking Services Obligations to comply with all terms of this Agreement, and will, promptly after the written request of any Secured Party, cause each such Affiliate existing at the time of such request to agree to be bound by the terms and conditions of this Agreement or, where applicable, by the relevant Debt Document. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws executing and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Accession Undertaking delivered delivering to the Intercreditor Collateral Agent by any new Ancillary Lender (which is an Affiliate of a Credit Facility Lender): (i) the Intercreditor Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Accession Undertaking to the relevant Creditor Representative; and (ii) the relevant Creditor Representative shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Accession Undertaking if it appears on its face to have been completed, executed and delivered joinder hereto in the form contemplated by of Exhibit F hereto, whereupon such Affiliate shall become a party to this Agreement. Upon the written request of any Secured Party, the Collateral Agent will provide such Secured Party with copies of any written notices of transfer received pursuant or supplements hereto or any such joinders.

Additional Parties. (a) Each of the Parties appoints the Intercreditor Agent Security Trustee to receive on its behalf each Debtor Obligor Accession Deed and Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Agent Security Trustee and the Intercreditor Agent Security Trustee shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. Each of the Secured Parties authorises the Common Security Agent to sign and accept each Debtor Accession Deed delivered to the Common Security Agent and the Common Security Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt DocumentCTA. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Agent Security Trustee by any new Ancillary Lender (which is an Affiliate of party acceding to this Agreement as a Credit Facility Lender):Hedging Counterparty: (i) the Intercreditor Agent Security Trustee shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Agent Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Agent Accession Undertaking to the relevant Creditor RepresentativeSenior Facility Agent; and (ii) the relevant Creditor Representative Senior Facility Agent shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Agent Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Agreement. (c) The Security Trustee shall only be obliged to sign and accept an Obligor Accession Deed or Creditor/Agent Accession Undertaking received by it once it is satisfied that it has complied with all necessary “know your customer” or similar other checks under all applicable laws and regulations in relation to the accession by the prospective party to this Agreement. (d) Each Party shall promptly upon the request of the Security Trustee supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Security Trustee (for itself) from time to time in order for the Security Trustee to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

Additional Parties. (a) Each of the Parties appoints the Intercreditor Security Agent to receive and execute on its behalf each Debtor Accession Deed and Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Agent and the Intercreditor Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. Each of the Secured Parties authorises the Common Security Agent to sign and accept each Debtor Accession Deed delivered to the Common Security Agent and the Common Security Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt DocumentFinancing Agreement. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Security Agent by any new Ancillary Lender (which is an Affiliate of a Credit Facility LenderRevolving Lender or a Permitted Senior Financing Creditor): (i) the Intercreditor Security Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Agent Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Agent Accession Undertaking to the Senior Term Agentor, as the case may be, the relevant Senior Secured Creditor Representative; and (ii) the relevant Senior Term Agentor, as the case may be, Senior Secured Creditor Representative shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Agent Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Agreement. (c) For the avoidance of doubt, any person shall be permitted to become party to this Agreement as: (i) a Permitted Senior Financing Creditor and/or a Senior Secured Creditor Representative as contemplated by the definition of Permitted Senior Financing Debt; (ii) a Permitted Second Lien Financing Creditor and/or a Permitted Second Lien Secured Creditor Representative as contemplated by the definition of Permitted Second Lien Financing Debt; and (iii) a Permitted Parent Financing Creditor and/or a Senior Parent Creditor Representative as contemplated by the definition of Permitted Parent Financing Debt.

Additional Parties. (a) Each of the Parties appoints the Intercreditor Security Agent to receive and execute on its behalf each Debtor Accession Deed and Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Agent and the Intercreditor Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. Each of the Secured Parties authorises the Common Security Agent to sign and accept each Debtor Accession Deed delivered to the Common Security Agent and the Common Security Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt DocumentFinancing Agreement. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Agent Accession Undertaking delivered to the Intercreditor Security Agent by any new Ancillary Lender (which is an Affiliate of a Credit Facility LenderSenior Lender or a Permitted Senior Financing Creditor): (i) the Intercreditor Security Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Agent Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Agent Accession Undertaking to the Senior Facility Agent or, as the case may be, the relevant Senior Creditor Representative; and (ii) the relevant Senior Facility Agent or, as the case may be, Senior Creditor Representative shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Agent Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Agreement. (c) For the avoidance of doubt, any person shall be permitted to become party to this Agreement as: (i) a Permitted Senior Financing Creditor and/or a Senior Creditor Representative as contemplated by the definition of Permitted Senior Financing Debt; (ii) a Permitted Second Lien Financing Creditor and/or a Second Lien Creditor Representative as contemplated by the definition of Permitted Second Lien Financing Debt; and (iii) a Permitted Parent Financing Creditor and/or a Senior Parent Creditor Representative as contemplated by the definition of Permitted Parent Financing Debt.

Additional Parties. (a) Each of the Parties appoints the Intercreditor Security Agent to receive on its behalf each Debtor Accession Deed Agreement and Creditor/Creditor Representative Accession Undertaking delivered to the Intercreditor Agent and the Intercreditor Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Document. Each of the Secured Parties authorises the Common Security Agent to sign and accept each Debtor Accession Deed delivered to the Common Security Agent and the Common Security Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt DocumentSenior Facilities Agreement . (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case of a Creditor/Creditor Representative Accession Undertaking delivered to the Intercreditor Security Agent by any new Ancillary Lender (which is an Affiliate of a Credit Senior Facility Lender):Creditor) or any party acceding to this Agreement as a Hedge Counterparty or a Cash Management Provider: (i) the Intercreditor Security Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Accession Undertaking to the relevant Creditor RepresentativeAgent; and (ii) the relevant Creditor Representative Agent shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Accession Undertaking if it appears on its face to have been completed, executed and delivered in the form contemplated by this Agreement. (c) The Security Agent shall only be obliged to sign and accept a Debtor Accession Agreement or Creditor Accession Undertaking delivered to it once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the accession by the prospective party to this Agreement. (d) Each Party shall promptly upon the request of the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Security Agent (for itself) in order for the Security Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Debt Documents.

Additional Parties. (a) If any Grantor creates or otherwise acquires any direct Subsidiary, then Parent shall cause: (i) such Subsidiary (if a Domestic Subsidiary) and each existing Grantor to execute and deliver to the Collateral Agent an instrument of joinder in the form of Exhibit D hereto by which each such Subsidiary agrees to be bound by the terms of this Agreement, together with a supplement to Exhibit A updating the information therein with respect to such new Grantor. Each party hereto agrees that Exhibit A shall be deemed amended thereby; (ii) pledge or cause to be pledged, all capital stock of any such Domestic Subsidiary and 60% of the Parties appoints voting capital stock of any such Material Foreign Subsidiary by delivering to the Intercreditor Collateral Agent a duly executed Pledged Securities Supplement identifying the additional shares which are being pledged with any certificates, accompanied by duly executed stock powers or other instruments of transfer or assignment undated in blank for each certificate, all in form and substance satisfactory to the Collateral Agent. Each Grantor hereby authorizes the Collateral Agent to receive attach each Pledged Securities Supplement to this Agreement and agrees that all shares listed on its behalf each Debtor Accession Deed and Creditor/Creditor Representative Accession Undertaking any Pledged Securities Supplement delivered to the Intercreditor Collateral Agent shall for all purposes hereunder constitute Pledged Securities; and (iii) any such Domestic Subsidiary to execute and deliver such financing statements on Form UCC-1 executed by such Domestic Subsidiary as the Agent may request. Upon delivery of any instrument of joinder to and acceptance thereof by the Collateral Agent, notice of which acceptance is hereby waived by Grantors, each such additional Grantor shall be as fully a party hereto as if such Grantor were an original signatory hereof. Each Grantor expressly agrees that its Secured Obligations and the Intercreditor Agent shall, as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on liens upon its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, Property granted herein shall not be affected or diminished by the relevant Debt Document. Each addition or release of additional Grantors hereunder, nor by any election of the Secured Parties authorises the Common Security Agent not to sign and accept each Debtor Accession Deed delivered cause any Domestic Subsidiary to the Common Security Agent and the Common Security Agent shall, become an additional Grantor hereunder. This Agreement shall be fully effective as soon as reasonably practicable after receipt by it, sign and accept the same if it appears on its face to have been completed, executed and, where applicable, delivered in the form contemplated by this Agreement or, where applicable, by the relevant Debt Documentany Grantor who is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. (b) The Intercreditor Agent shall only be obliged to execute a Creditor/Creditor Representative Accession Undertaking delivered to it by a person intending to accede as a Creditor or Creditor Representative once Provided that it is satisfied that it has complied with all necessary “know your customer” permitted to do so by the terms of the Financing Agreements, any Grantor may enter into one or other similar other checks more Additional Note Agreements and, pursuant thereto, incur additional Senior Debt. The Senior Debt outstanding under all applicable laws such Additional Note Agreements may be secured by the Collateral as provided herein; PROVIDED that, at the time any Grantor enters into any such Additional Note Agreements, each Additional Noteholder party to such Additional Note Agreements shall execute and regulations in relation to that person’s accession. (c) Neither the Intercreditor Agent nor the Common Security Agent shall be obliged to execute a Debtor Accession Deed delivered to it by a person intending to accede as a Debtor unless and until it is satisfied that it has complied with all necessary “know your customer” or other similar other checks under all applicable laws and regulations in relation to that person’s accession. (d) In the case deliver an instrument of a Creditor/Creditor Representative Accession Undertaking delivered to the Intercreditor Agent by any new Ancillary Lender (which is an Affiliate of a Credit Facility Lender): (i) the Intercreditor Agent shall, as soon as practicable after signing and accepting that Creditor/Creditor Representative Accession Undertaking in accordance with paragraph (a) above, deliver that Creditor/Creditor Representative Accession Undertaking to the relevant Creditor Representative; and (ii) the relevant Creditor Representative shall, as soon as practicable after receipt by it, sign and accept that Creditor/Creditor Representative Accession Undertaking if it appears on its face to have been completed, executed and delivered joinder in the form contemplated of Exhibit E hereto by which each such Additional Noteholder agrees to be bound by the terms of this Agreement; PROVIDED FURTHER that at the time of the incurrence of such additional Senior Debt and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and the Grantors should be able to incur at least $1.00 of additional Senior Debt under the terms of the Additional Note Agreements. In addition, any bank becoming a party to the Bank Loan Agreement shall execute and deliver an instrument of joinder in the form of Exhibit E hereto.