Common use of Additional Second Lien Obligations Clause in Contracts

Additional Second Lien Obligations. The Issuer may, at any time and from time to time, subject to any limitations contained in the Second Lien Credit Documents in effect at such time, designate additional Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Issuer or any other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Additional Second Lien Obligations” by delivering to the Collateral Agent and each Authorized Representative party hereto at such time an Officers’ Certificate: (a) describing the Indebtedness and other obligations being designated as Additional Second Lien Obligations, and including a statement of the maximum aggregate outstanding principal amount of such Indebtedness as of the date of such certificate; (b) setting forth the Additional Second Lien Documents under which such Additional Second Lien Obligations are issued or incurred or the guarantees of such Additional Second Lien Obligations are, or are to be, created, and attaching copies of such Additional Second Lien Documents as each Grantor has executed and delivered to the Person that serves as the administrative agent, trustee or a similar representative for the holders of such Additional Second Lien Obligations (such Person being referred to as the “Additional Authorized Representative”) with respect to such Additional Second Lien Obligations on the closing date of such Additional Second Lien Obligations, certified as being true and complete by an Officers’ Certificate; (c) identifying the Person that serves as the Additional Authorized Representative; (d) certifying that the incurrence of such Additional Second Lien Obligations, the creation of the Liens securing such Additional Second Lien Obligations and the designation of such Additional Second Lien Obligations as “Additional Second Lien Obligations” hereunder do not violate or result in a default under any provision of any Second Lien Credit Documents in effect at such time; (e) certifying that the Additional Second Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional Second Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and (f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional Second Lien Obligations” shall become Additional Second Lien Obligations for all purposes of this Agreement.

Additional Second Lien Obligations. The Issuer mayOn or after the date hereof and so long as expressly permitted by the Senior Debt Documents then outstanding, at the Indenture and any time and Additional Second Lien Agreement then outstanding, the Company may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in be secured on a pari passu basis with the Second Lien Credit Documents in effect at such time, designate additional Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Issuer or any other Grantor that would, if such Liens were granted, constitute Shared Collateral Obligations as “Additional Second Lien Obligations” Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative party hereto at such time an Officers’ Certificate: (a) describing a certificate signed by an Officer of the Indebtedness Company (i) identifying the obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Senior Debt Documents then outstanding, the Indenture and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional Second Lien Secured Party Consent (as defined in the Security Agreement) and (c) a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional Second Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such Indebtedness as appointment, of the date of such certificate; (b) setting forth the Additional Second Lien Documents under which such Additional Second Lien Obligations are issued or incurred or the guarantees of such Additional Second Lien Obligations are, or are to be, created, and attaching copies of such Additional Second Lien Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the administrative agent, trustee or a similar representative agent for the holders of such Additional Second Lien Obligations (such Person being referred to as the “Additional Authorized Representative”) with respect to such set forth in each Additional Second Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional Second Lien Obligationsitself and each Secured Party it represents, certified as being true and complete to be bound by an Officers’ Certificate; (c) identifying the Person that serves as the Additional Authorized Representative; (d) certifying that the incurrence of such Additional Second Lien Obligations, the creation of the Liens securing such Additional Second Lien Obligations this Agreement and the designation of such Additional Second Lien Obligations as “Additional Second Lien Obligations” hereunder do not violate or result in a default under any provision of any Second Lien Credit Documents in effect at such time; (e) certifying that the Additional Second Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional Second Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and (f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional Second Lien Obligations” shall become Additional Second Lien Obligations for all purposes of this Intercreditor Agreement.

Additional Second Lien Obligations. The Issuer may, at any time On or after the date hereof and from time to time, subject to any limitations contained in so long as permitted by the Second Lien Credit Documents in effect Agreement and each Additional Second Lien Agreement then outstanding, the Borrower may from time to time designate Indebtedness at such time, designate additional Indebtedness and related obligations that are, or are the time of Incurrence to be, be secured by Liens on any assets of the Issuer Collateral on a basis that rank equal in priority to the Liens on the Collateral securing the Obligations or any other Grantor that wouldSecond Lien Obligations if then in effect, if such Liens were granted, constitute Shared Collateral as “Additional Second Lien Obligations” Obligations hereunder by delivering to the Collateral Agent and if any Additional Second Lien Agreement is then in effect, each Authorized Representative party hereto at such time an Officers’ Certificate: (a) describing a certificate signed by an Authorized Officer of the Indebtedness Borrower (i) identifying the obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional Second Lien ObligationsObligations for purposes hereof, and including a statement (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the maximum aggregate Second Lien Credit Agreement and any Additional Second Lien Agreement then outstanding principal amount of such Indebtedness as and (iv) specifying the name and address of the date of Authorized Representative for such certificate; obligations, (b) if applicable, (i) a fully executed Additional Secured Party Consent (in the form attached as Exhibit 3) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under the Additional Second Lien Documents Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second Lien Pledge Agreement and (c)(i) a fully executed Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement or (ii) a fully executed joinder agreement to an Equal Priority Intercreditor Agreement if such agreement is then in effect; provided, however, that notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under which such the applicable Additional Second Lien Obligations are issued or incurred or Agreement, to be bound by the guarantees terms of such Additional this Agreement, the Second Lien Obligations are, or are to be, created, Guarantee and attaching copies of such Additional the Second Lien Documents as each Grantor has executed Pledge Agreement, the Borrower and delivered such Authorized Representative may execute separate security agreements, pledge agreements and/or guarantees, subject to compliance with the provisions of the Second Lien Credit Agreement. Notwithstanding any provision to the Person that serves contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as the administrative agent, trustee or a similar representative for agent on behalf of the holders of such any Additional Second Lien Obligations (or their representatives) or under any Additional Second Lien Agreement and may decide, in its sole discretion, not to serve in such Person role, it being referred understood that, in such circumstance, no provisions of this Agreement will benefit or apply to as the “Additional Authorized Representative”) with respect to such holders of Additional Second Lien Obligations (or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned an Additional Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the closing date holders of such any Additional Second Lien ObligationsObligations (or their representatives) and the decision of the Collateral Agent, certified as being true the Borrower and/or any Authorized Representative not to execute an Additional Secured Party Consent shall not limit the Borrower’s ability to incur such obligations and complete secure them by an Officers’ Certificate; (c) identifying Liens on the Person Collateral that serves as rank equal in priority to the Additional Authorized Representative; (d) certifying that Liens on the incurrence Collateral securing the Obligations and any other Second Lien Obligations if then in effect to the extent permitted to do so under each of such the Second Lien Credit Agreement and any Additional Second Lien ObligationsAgreement, and in such case the creation of Collateral Agent is authorized to execute an Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional Second Lien Obligations and the designation relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional Second Lien Obligations as “Additional Second Lien Obligations” hereunder do not violate or result in a default under any provision of any Second Lien Credit Documents in effect at such time; (e) certifying that the Additional Second Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional Second Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and (f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional Second Lien Obligations” shall become Additional Second Lien Obligations for all purposes of this Agreement.

Additional Second Lien Obligations. The On or after the date hereof and so long as expressly permitted by the Senior Debt Documents then outstanding, the Indenture and any Additional Second Lien Agreement then outstanding, the Issuer may, at any time and may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in be secured on a pari passu basis with the Second Lien Credit Documents in effect at such time, designate additional Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Issuer or any other Grantor that would, if such Liens were granted, constitute Shared Collateral Obligations as “Additional Second Lien Obligations” Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative party hereto at such time an Officers’ Certificate: (a) describing a certificate signed by an Officer of the Indebtedness Issuer (i) identifying the obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Senior Debt Documents then outstanding, the Indenture and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional Second Lien Secured Party Consent (in the form attached as Annex C) and (c) a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional Second Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such Indebtedness as appointment, of the date of such certificate; (b) setting forth the Additional Second Lien Documents under which such Additional Second Lien Obligations are issued or incurred or the guarantees of such Additional Second Lien Obligations are, or are to be, created, and attaching copies of such Additional Second Lien Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the administrative agent, trustee or a similar representative agent for the holders of such Additional Second Lien Obligations (such Person being referred to as the “Additional Authorized Representative”) with respect to such set forth in each Additional Second Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional Second Lien Obligationsitself and each Secured Party it represents, certified as being true and complete to be bound by an Officers’ Certificate; (c) identifying the Person that serves as the Additional Authorized Representative; (d) certifying that the incurrence of such Additional Second Lien Obligations, the creation of the Liens securing such Additional Second Lien Obligations this Security Agreement and the designation of such Additional Second Lien Obligations as “Additional Second Lien Obligations” hereunder do not violate or result in a default under any provision of any Second Lien Credit Documents in effect at such time; (e) certifying that the Additional Second Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional Second Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and (f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional Second Lien Obligations” shall become Additional Second Lien Obligations for all purposes of this Intercreditor Agreement.

Additional Second Lien Obligations. The Issuer mayNotwithstanding any provision to the contrary in this Agreement, at any time and from time to time, subject to any limitations contained in the Second Lien Credit Documents in effect at such time, designate additional Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Issuer or any other Grantor that would, if such Liens were granted, constitute Shared Collateral as “Additional Second Lien Obligations” by delivering to the Collateral Agent and each Authorized Representative party hereto at such time an Officers’ Certificate: (a) describing the Indebtedness and other obligations being designated shall be under no obligation to serve as Additional Second Lien Obligations, and including a statement agent on behalf of the maximum aggregate outstanding principal amount of such Indebtedness as of the date of such certificate; (b) setting forth the Additional Second Lien Documents under which such Additional Second Lien Obligations are issued or incurred or the guarantees of such Additional Second Lien Obligations are, or are to be, created, and attaching copies of such Additional Second Lien Documents as each Grantor has executed and delivered to the Person that serves as the administrative agent, trustee or a similar representative for the holders of such any Additional Second Lien Obligations (or their representatives) or under any Additional Second Lien Agreement and may decide, in its sole discretion, not to serve in such Person role, it being referred understood that, in such circumstance, no provisions of this Agreement will benefit or apply to as the “holders of Additional Authorized Representative”) Second Lien Obligations (or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned an Additional Second Lien Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional Second Lien Obligations Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the closing date holders of such any Additional Second Lien Obligations, certified as being true Obligations (or their representatives) shall not limit the Borrower’s ability to incur such obligations and complete secure them by an Officers’ Certificate; (c) identifying Liens on the Person Collateral that serves as rank equal in priority to the Additional Authorized Representative; (d) certifying that Liens on the incurrence Collateral securing the Obligations and any other Second Lien Obligations if then in effect to the extent permitted to do so under each of such the Second Lien Credit Agreement and any Additional Second Lien Obligations, Agreement and in such case the creation of Collateral Agent is authorized to execute an Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional Second Lien Obligations and the designation relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional Second Lien Obligations as “Additional Second Lien Obligations” hereunder do not violate or result in a default under any provision of any Second Lien Credit Documents in effect at such time; (e) certifying that the Additional Second Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional Second Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and (f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional Second Lien Obligations” shall become Additional Second Lien Obligations for all purposes of this Agreement.

Additional Second Lien Obligations. The On or after the date hereof and so long as expressly permitted by the Senior Debt Documents then outstanding, and any Second Lien Agreement then outstanding, the Issuer may, at any time and may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in be secured on a pari passu basis with the Second Lien Credit Documents in effect at such time, designate additional Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Issuer or any other Grantor that would, if such Liens were granted, constitute Shared Collateral Obligations as “Additional Second Lien Obligations” Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative party hereto at such time an Officers’ Certificate: (a) describing a certificate signed by an Officer of the Indebtedness Issuer (i) identifying the obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Senior Debt Documents then outstanding, and any Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Additional Second Lien Secured Party Consent (in the form attached as Annex C) and (c) a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional Second Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such Indebtedness as appointment, of the date of such certificate; (b) setting forth the Additional Second Lien Documents under which such Additional Second Lien Obligations are issued or incurred or the guarantees of such Additional Second Lien Obligations are, or are to be, created, and attaching copies of such Additional Second Lien Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the administrative agent, trustee or a similar representative agent for the holders of such Additional Second Lien Obligations (such Person being referred to as the “Additional Authorized Representative”) with respect to such set forth in each Additional Second Lien Obligations Secured Party Consent and agrees, on the closing date behalf of such Additional Second Lien Obligationsitself and each Secured Party it represents, certified as being true and complete to be bound by an Officers’ Certificate; (c) identifying the Person that serves as the Additional Authorized Representative; (d) certifying that the incurrence of such Additional Second Lien Obligations, the creation of the Liens securing such Additional Second Lien Obligations this Security Agreement and the designation of such Additional Second Lien Obligations as “Additional Second Lien Obligations” hereunder do not violate or result in a default under any provision of any Second Lien Credit Documents in effect at such time; (e) certifying that the Additional Second Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional Second Lien Obligations and the holders thereof shall become subject to and bound by the provisions of this Agreement; and (f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional Second Lien Obligations” shall become Additional Second Lien Obligations for all purposes of this Intercreditor Agreement.

Additional Second Lien Obligations. The Issuer mayOn or after the date hereof and so long as expressly permitted by the Indenture, at the Intercreditor Agreement and any time and Additional Second Lien Agreement then outstanding, the Company may from time to time, subject time designate Indebtedness at the time of incurrence to any limitations contained in be secured on a pari passu basis with the Second Lien Credit Documents in effect at such time, designate additional Indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Issuer or any other Grantor that would, if such Liens were granted, constitute Shared Collateral Obligations as “Additional Second Lien Obligations” Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative party hereto at such time an Officers’ Certificate: (a) describing a certificate signed by an Authorized Officer of the Indebtedness Company (i) identifying the obligations so designated and other the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations being are designated as Additional Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Indenture and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations and (b) a fully executed Additional Second Lien Secured Party Consent. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of this Agreement, the Second Lien Pledge Agreement, the Intercreditor Agreement and each Additional Second Lien Agreement for the benefit of all Second Lien Secured Parties, including without limitation, any Second Lien Secured Parties that hold any such Additional Second Lien Obligations, and including a statement each Authorized Representative agrees to the appointment, and acceptance of the maximum aggregate outstanding principal amount of such Indebtedness as appointment, of the date of such certificate; (b) setting forth the Additional Second Lien Documents under which such Additional Second Lien Obligations are issued or incurred or the guarantees of such Additional Second Lien Obligations are, or are to be, created, and attaching copies of such Additional Second Lien Documents Collateral Agent as each Grantor has executed and delivered to the Person that serves as the administrative agent, trustee or a similar representative agent for the holders of such Additional Second Lien Obligations (such Person being referred to as the “Additional Authorized Representative”) with respect to such set forth in each Additional Second Lien Obligations Secured Party Consent and the Joinder Agreement (as defined in the Intercreditor Agreement) and agrees, on the closing date behalf of such Additional itself and each Second Lien ObligationsSecured Party it represents, certified as being true and complete by an Officers’ Certificate; (c) identifying the Person that serves as the Additional Authorized Representative; (d) certifying that the incurrence of such Additional Second Lien Obligations, the creation of the Liens securing such Additional Second Lien Obligations and the designation of such Additional Second Lien Obligations as “Additional Second Lien Obligations” hereunder do not violate or result in a default under any provision of any Second Lien Credit Documents in effect at such time; (e) certifying that the Additional Second Lien Documents authorize the Additional Authorized Representative to become a party hereto by executing and delivering an Additional Authorized Representative Joinder Agreement and provide that upon such execution and delivery, such Additional Second Lien Obligations and the holders thereof shall become subject to and be bound by the provisions of this Agreement; and (f) attaching a fully completed Authorized Representative Joinder Agreement executed and delivered by the Additional Authorized Representative. Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice as “Additional Second Lien Obligations” shall become Additional Second Lien Obligations for all purposes of this Agreement.