Common use of Additional Second Lien Obligations Clause in Contracts

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the Indenture, the Intercreditor Agreement and any Additional Second Lien Agreement then outstanding, the Company may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Second Lien Obligations as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Authorized Officer of the Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations 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 each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Second Lien Obligations as set forth in each Additional Second Lien Secured Party Consent and the Joinder Agreement (as defined in the Intercreditor Agreement) and agrees, on behalf of itself and each Second Lien Secured Party it represents, to be bound by this Agreement.

Additional Second Lien Obligations. On Notwithstanding any provision to the contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as agent on behalf of the holders of any Additional Second Lien Obligations (or after their representatives) or under any Additional Second Lien Agreement and may decide, in its sole discretion, not to serve in such role, it being understood that, in such circumstance, no provisions of this Agreement will benefit or apply to the date hereof 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 Second Lien Secured Party Consent and so long in such case solely with respect to the New Secured Obligation under and as expressly permitted defined in such Additional Second Lien Secured Party Consent. For the avoidance of doubt, any refusal by the Indenture, Collateral Agent to serve as collateral agent on behalf of the Intercreditor holders of any Additional Second Lien Obligations (or their representatives) shall not limit the Borrower’s ability to incur such obligations and secure them by Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other Second Lien Obligations if then in effect to the extent permitted to do so under each of the Second Lien Credit Agreement and any Additional Second Lien Agreement then outstanding, the Company may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Second Lien Obligations as Additional Second Lien Obligations hereunder by delivering to and in such case the Collateral Agent and each Authorized Representative is authorized to execute an Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (aor any joinders thereto) a certificate signed by an Authorized Officer of the Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations 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 related documentation to evidence and/or acknowledge 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 Liens securing any such Additional Second Lien Obligations, Obligations and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of relationship between the Collateral Agent as and the collateral agent for the holders appointed in respect of such Additional Second Lien Obligations as set forth in each Additional Second Lien Secured Party Consent and the Joinder Agreement (as defined in the Intercreditor Agreement) and agrees, on behalf of itself and each Second Lien Secured Party it represents, to be bound by this AgreementObligations.

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the IndentureSenior Debt Documents then outstanding, the Intercreditor Agreement Indenture and any Additional Second Lien Agreement then outstanding, the Company Issuer may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Second Lien Obligations as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Company Issuer (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations 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 and obligations, (b) a fully executed Additional Second Lien Secured Party ConsentConsent (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 this Agreement, the Second Lien Pledge Agreement, the Intercreditor Agreement and each Additional Second Lien Agreement Security Documents for the benefit of all Second Lien Secured Parties, including including, without limitation, any Second Lien Secured Parties that hold any such Additional Second Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Second Lien Obligations as set forth in each Additional Second Lien Secured Party Consent and the Joinder Agreement (as defined in the Intercreditor Agreement) and agrees, on behalf of itself and each Second Lien Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement.

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the Indenture, the Intercreditor Second Lien Credit Agreement and any each Additional Second Lien Agreement then outstanding, the Company Borrower may from time to time designate Indebtedness at the time of incurrence Incurrence to be secured by Liens on the Collateral on a pari passu basis with that rank equal in priority to the Liens on the Collateral securing the Obligations or any other Second Lien Obligations if then in effect, as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional Second Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed by an Authorized Officer of the Company Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations 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 Second Lien Credit Agreement and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations and 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 Party Consent. Each Authorized Representative agrees that upon Parties under the satisfaction of all conditions set forth in the preceding sentenceAdditional Second Lien Agreement, the Collateral Agent shall act as agent under and subject 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 the applicable Additional Second Lien Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second Lien Pledge Agreement, the Intercreditor Agreement Borrower and each 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 contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as agent on behalf of the holders of any Additional Second Lien Obligations (or their representatives) or under any Additional Second Lien Agreement for and may decide, in its sole discretion, not to serve in such role, it being understood that, in such circumstance, no provisions of this Agreement will benefit or apply to the benefit holders of all 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 Parties, including without limitationParty 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 holders of any Additional Second Lien Obligations (or their representatives) and the decision of the Collateral Agent, the Borrower and/or any Authorized Representative not to execute an Additional Secured Parties Party Consent shall not limit the Borrower’s ability to incur such obligations and secure them by Liens on the Collateral that hold rank equal in priority to the Liens on the Collateral securing the Obligations and any other Second Lien Obligations if then in effect to the extent permitted to do so under each of the Second Lien Credit Agreement and any Additional Second Lien Agreement, and in such case the 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, Obligations and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of relationship between the Collateral Agent as and the collateral agent for the holders appointed in respect of such Additional Second Lien Obligations as set forth in each Additional Second Lien Secured Party Consent and the Joinder Agreement (as defined in the Intercreditor Agreement) and agrees, on behalf of itself and each Second Lien Secured Party it represents, to be bound by this AgreementObligations.

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the IndentureSenior Debt Documents then outstanding, the Intercreditor Agreement and any Additional Second Lien Agreement then outstanding, the Company Issuer may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Second Lien Obligations as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Company Issuer (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations 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 Senior Debt Documents then outstanding, and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations and obligations, (b) a fully executed Additional Second Lien Secured Party ConsentConsent (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 this Agreement, the Second Lien Pledge Agreement, the Intercreditor Agreement and each Additional Second Lien Agreement Security Documents for the benefit of all Second Lien Secured Parties, including including, without limitation, any Second Lien Secured Parties that hold any such Additional Second Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Second Lien Obligations as set forth in each Additional Second Lien Secured Party Consent and the Joinder Agreement (as defined in the Intercreditor Agreement) and agrees, on behalf of itself and each Second Lien Secured Party it represents, to be bound by this Security Agreement and the Intercreditor Agreement.

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the IndentureSenior Debt Documents then outstanding, the Intercreditor Agreement Indenture and any Additional Second Lien Agreement then outstanding, the Company may from time to time designate Indebtedness at the time of incurrence to be secured on a pari passu basis with the Second Lien Obligations as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations 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 and obligations, (b) a fully executed Additional Second Lien Secured Party ConsentConsent (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 this Agreement, the Second Lien Pledge Agreement, the Intercreditor Agreement and each Additional Second Lien Agreement Security Documents for the benefit of all Second Lien Secured Parties, including including, without limitation, any Second Lien Secured Parties that hold any such Additional Second Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Second Lien Obligations as set forth in each Additional Second Lien Secured Party Consent and the Joinder Agreement (as defined in the Intercreditor Agreement) and agrees, on behalf of itself and each Second Lien Secured Party it represents, to be bound by this Agreement and the Intercreditor Agreement.