Common use of Additional Secured Parties Clause in Contracts

Additional Secured Parties. Each Debtor and the Secured Parties shall (a) permit additional Secured Parties to this Agreement only to the extent that each additional Secured Party shall be as contemplated by clause (e) in the definition of Exempt Issuance in the Purchase Agreement and (b) cause each such additional Secured Party of such Debtor to immediately become a party hereto (an “Additional Secured Party”), by executing and delivering an Additional Secured Party Joinder in substantially the form of Annex A-2 attached hereto and complying with the provisions hereof. Concurrent therewith, the Company shall deliver to the each of the Secured Parties and the Additional Secured Party replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Company shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Additional Secured Party may reasonably request. Upon delivery of the foregoing to each Additional Secured Party, each Additional Secured Party shall be and become a party to this Agreement with the same rights as the Secured Parties, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Secured Party Joinder, and all references herein to the “Secured Parties” shall be deemed to include each Additional Secured Party.

Additional Secured Parties. Each Debtor Upon the entering into of any Permitted Additional Senior Secured Debt Agreement or Permitted Additional Junior Secured Debt Agreement (subject to the rights of the existing Secured Parties under this Agreement or their respective Facility Agreements with respect to any such refinancing, replacement or restructuring of a Class of Secured Obligations or the entering into of such Permitted Additional Senior Secured Debt Agreement or Permitted Additional Junior Secured Debt Agreement, including without limitation the prior consent of Lakes and other holders of the Lakes Secured Obligations with respect to any Permitted Additional Junior Secured Debt Agreement), a representative of the applicable lender shall execute a joinder to this Agreement in substantially the form attached as Exhibit A hereto (each, a “Joinder Agreement”). Upon the execution and delivery of such a Joinder Agreement by the representative on behalf of such new lenders (and the Secured Parties shall execution by such representative of any other joinder agreements, amendments or counterparts to any existing credit or security documents to which each of the existing parties is a party, as required by such documents or as reasonably requested by the Collateral Agent), (a) permit additional such new lenders shall become, as the case may be, a “First Lien Secured Parties to this Agreement only to the extent that each additional Party” or a “Second Lien Secured Party shall be as contemplated by clause (e) in the definition of Exempt Issuance in the Purchase Agreement Party” hereunder and (b) cause each such additional Secured Party of such Debtor to immediately representative shall become a party hereto (an “Additional Secured Project Credit Party”)” hereunder, by executing and delivering an Additional Secured Party Joinder in substantially the form of Annex A-2 attached hereto and complying with the provisions hereof. Concurrent therewith, the Company shall deliver to the each of the Secured Parties same force and the Additional Secured Party replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, effect as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Company shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Additional Secured Party may reasonably request. Upon delivery of the foregoing to each Additional Secured Party, each Additional Secured Party shall be and become if it were originally a party to this Agreement with the same rights as the Secured Parties, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of in such capacity. The execution and delivery of such Additional Secured Party Joindera Joinder Agreement shall not require the consent of any other party hereunder (other than as expressly provided herein) so long as such addition does not otherwise give rise to an express violation of the terms of this Agreement or any Facility Agreement, and all references herein the rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Project Credit Party as a party to the “Secured Parties” shall be deemed to include each Additional Secured Partythis Agreement.

Additional Secured Parties. Each Debtor Upon the entering into of any Specified Hedge Agreement or other Permitted Additional Senior Secured Debt Agreement or Permitted Additional Junior Secured Debt Agreement (subject to the rights of the existing Secured Parties under their respective Facility Agreements with respect to any such refinancing, replacement or restructuring of a Class of Secured Obligations or the entering into of such Specified Hedge Agreement, Permitted Additional Senior Secured Debt Agreement or Permitted Additional Junior Secured Debt Agreement), a representative of the applicable lender or hedge counterparty shall execute a joinder to this Agreement in substantially the form attached as Exhibit A hereto (each, a "JOINDER AGREEMENT"). Upon the execution and delivery of such a Joinder Agreement by the representative on behalf of such new lenders or hedge counterparty (and the Secured execution by such representative of any other joinder agreements, amendments or counterparts to any existing credit or security documents to which each of the existing Project Credit Parties shall is a party, as required by such documents or as reasonably requested by the Collateral Agent), (a) permit additional such new lenders shall become, as the case may be, a "First Lien Secured Parties to this Agreement only to the extent that each additional Party" or a "Second Lien Secured Party shall be as contemplated by clause (e) in the definition of Exempt Issuance in the Purchase Agreement Party" hereunder and (b) cause each such additional Secured Party of such Debtor to immediately representative shall become a party hereto (an “Additional Secured "Project Credit Party”)" hereunder, by executing and delivering an Additional Secured Party Joinder in substantially the form of Annex A-2 attached hereto and complying with the provisions hereof. Concurrent therewith, the Company shall deliver to the each of the Secured Parties same force and the Additional Secured Party replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, effect as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Company shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Additional Secured Party may reasonably request. Upon delivery of the foregoing to each Additional Secured Party, each Additional Secured Party shall be and become if it were originally a party to this Agreement with the same rights as the Secured Parties, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of in such capacity. The execution and delivery of such Additional a Joinder Agreement shall not require the consent of any other Project Credit Party or Secured Party Joinderhereunder so long as such addition does not otherwise give rise to an express violation of the terms of any Facility Agreement, and all references herein the rights and obligations of each Project Credit Party and Secured Party hereunder shall remain in full force and effect notwithstanding the addition of any new Project Credit Party as a party to the “Secured Parties” shall be deemed to include each Additional Secured Partythis Agreement.

Additional Secured Parties. Each Debtor Upon the entering into of any Permitted Additional Senior Secured Debt Agreement or Permitted Additional Junior Secured Debt Agreement (subject to the rights of the existing Secured Parties under this Agreement or their respective Facility Agreements with respect to any such refinancing, replacement or restructuring of a Class of Secured Obligations or the entering into of such Permitted Additional Senior Secured Debt Agreement or Permitted Additional Junior Secured Debt Agreement), a representative of the applicable lender shall execute a joinder to this Agreement in substantially the form attached as Exhibit A hereto (each, a "JOINDER AGREEMENT"). Upon the execution and delivery of such a Joinder Agreement by the representative on behalf of such new lenders (and the Secured Parties shall execution by such representative of any other joinder agreements, amendments or counterparts to any existing credit or security documents to which each of the existing party is a party, as required by such documents or as reasonably requested by the Collateral Agent), (a) permit additional such new lenders shall become, as the case may be, a "First Lien Secured Parties to this Agreement only to the extent that each additional Party" or a "Second Lien Secured Party shall be as contemplated by clause (e) in the definition of Exempt Issuance in the Purchase Agreement Party" hereunder and (b) cause each such additional Secured Party of such Debtor to immediately representative shall become a party hereto (an “Additional Secured "Project Credit Party”)" hereunder, by executing and delivering an Additional Secured Party Joinder in substantially the form of Annex A-2 attached hereto and complying with the provisions hereof. Concurrent therewith, the Company shall deliver to the each of the Secured Parties same force and the Additional Secured Party replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, effect as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Company shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Additional Secured Party may reasonably request. Upon delivery of the foregoing to each Additional Secured Party, each Additional Secured Party shall be and become if it were originally a party to this Agreement with the same rights as the Secured Parties, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of in such capacity. The execution and delivery of such Additional Secured Party Joindera Joinder Agreement shall not require the consent of any other party hereunder so long as such addition does not otherwise give rise to an express violation of the terms of this Agreement or any Facility Agreement, and all references herein the rights and obligations of each party hereunder shall remain in full force and effect notwithstanding the addition of any new Project Credit Party as a party to the “Secured Parties” shall be deemed to include each Additional Secured Partythis Agreement.