Common use of Other First Lien Obligations Clause in Contracts

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the 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 Other First Lien Obligations, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the date hereof Closing Date and so long as such obligations are not prohibited by the Credit Agreement and or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and or any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver the a First Lien/First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby). The ; provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and each the parties hereto (without the consent of any Secured Parties) and the Authorized Representative agree that upon for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by to be incurred under the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower Company may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the Borrower 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is are not prohibited by the terms of the Credit Agreement Agreement, the Notes Indenture and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, obligations and (b) a fully executed Other First Lien Secured Party Consent and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effectattached as Exhibit III). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the 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 Other First Lien Obligations, and (y) the Agent and each Authorized Representative agrees agree to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the date hereof Closing Date and so long as such obligations are not prohibited by permitted under the Credit Agreement and any Other First Lien Agreement then in effect, the Lead Borrower may from time to time designate obligations in respect of Indebtedness indebtedness permitted to be secured pursuant to Section 6.01 of the Credit Agreement and any corresponding provision of any Other First Lien Agreement to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by (a) delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the Lead 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of the Liens securing such obligations as Other First Lien Obligations is not prohibited by the terms are permitted pursuant to (x) Section 6.02 of the Credit Agreement and (y) the corresponding provision of any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed delivering to the Collateral Agent and each Authorized Representative an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Lead Borrower and (c) if not already then in effect, execute executing and deliver the First Lien delivering a Permitted Pari Passu Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien Permitted Pari Passu Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby). The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Credit Agreement) 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Credit Agreement) for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be first priority obligations, for purposes of each Intercreditor AgreementAgreement that exists prior to the effectiveness of the designation of such Other First Lien Obligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after To the date hereof and so long as such obligations are extent not prohibited by the provisions of any Credit Agreement and any Other the other First Lien Agreement then in effectDocuments, the Borrower Company may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereofincur additional Indebtedness, (ii) stating that such obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Agent shall act as agent under and subject to the terms of the Security Documents which for the benefit avoidance of all Secured Partiesdoubt shall include any Indebtedness incurred pursuant to a Refinancing, including without limitation, any Secured Parties that hold any such and Other First Lien Obligations, Replacement Initial Other First Lien Agreement Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis with the Liens on Shared Collateral securing the then existing First Lien Obligations (y) such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series of Other First Lien Obligations, Replacement Initial Other First Lien Agreement Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and pursuant to the applicable First Lien Collateral Documents of such Series, if, and subject to the condition that, the Additional First Lien Collateral Agent and each Authorized Additional First Lien Representative agrees to the appointmentof any such Additional First Lien Debt, and acceptance acting on behalf of the appointment, holders of the Agent as agent for such Additional First Lien Debt and the holders of such Other First Lien Obligations as set forth in each Obligations, Initial Other First Lien Secured Party Consent and agreeAgreement Obligations or Replacement Credit Agreement Obligations, on behalf as applicable, (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in respect of itself and each Secured Party it represents, to be bound by this Agreement such Additional First Lien Debt and the holders Other First Lien Intercreditor Agreement. The rights and obligations of Obligations, other Initial Other First Lien Agreement Obligations or other Replacement Credit Agreement Obligations, as applicable, being referred to as “Additional First Lien Claimholders”), each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by the Credit Agreement and Agreement, the Notes Indenture or any Other First Lien Agreement then in effectoutstanding, the Borrower may from time to time designate obligations in respect of Indebtedness indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations complies with the terms of this Agreement and is not prohibited by the terms of Credit Agreement, the Credit Agreement and Notes Indenture or any Other First Lien Agreement then in effect outstanding, and (iv) specifying the name and address of the Authorized Representative for such obligations, and (b) a fully executed an Other First Lien Secured Party Consent and (c) if not already in effect, execute and deliver executed by the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon for such obligations and the Borrower. Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First-Priority Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the date hereof Closing Date and so long as such obligations are not prohibited by the Credit Agreement and or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and or any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver the a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The ; provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and each the parties hereto (without the consent of any Secured Parties) and the Authorized Representative agree that upon for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party Consent, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the each applicable Intercreditor Agreement and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower The Issuer may from time to time designate obligations in respect of Indebtedness Other First Lien Obligations permitted by the Indenture and not prohibited by any Other First Lien Agreement, to be secured (except with respect to any applicable Specified Excluded Collateral) by a Lien on a pari passu basis with then outstanding Secured Obligations the Collateral as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible an Officer of the Borrower Issuer (i) identifying the obligations Other First Lien Obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations Other First Lien Obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by complies with the terms of the Credit Agreement Indenture Documents and any Other First Lien Agreement then in effect Agreements and (iv) specifying the name and address of the Authorized Representative for the holders of such obligations, Other First Lien Obligations and (b) a fully executed Other First Lien Additional Secured Party Consent and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect)Consent. The Collateral Agent and each Authorized Representative agree that agrees that, upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent under and subject to the terms of this Agreement and the Security Documents Intercreditor Agreements for the benefit of all Secured Parties, including including, without limitation, any Secured Parties that hold any such Other First Lien Obligations, and (y) the Agent and each . Each Authorized Representative that executes any Additional Secured Party Consent agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by the terms of this Agreement and the Intercreditor Agreements and, with respect to the rights, duties and immunities of the Collateral Agent, by the Indenture and the Intercreditor Agreements. Upon the satisfaction of the conditions set forth in this Section 5.01, such Other First Lien Intercreditor AgreementObligations shall become Obligations hereunder with the same force and effect as if originally included in the Obligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Other First Lien Obligations to this Agreement.

Other First Lien Obligations. On (a) To the extent not prohibited by the provisions of the Indenture and the other First Lien Documents, the Company may incur additional Indebtedness, which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing, and Other First Lien Obligations or Replacement Indenture Obligations after the date hereof that is secured on an equal and so long as ratable basis with the Liens (other than any Declined Liens) securing the then existing First Lien Obligations (such obligations are not prohibited by the Credit Agreement Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect Series of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder or Replacement Indenture Obligations, as applicable, may be secured by delivering a Lien on a ratable basis, in each case under and pursuant to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other applicable First Lien Obligations for purposes hereof, (iii) representing that such designation Collateral Documents of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligationsSeries, (b) a fully executed Other First Lien Secured Party Consent and (c) if not already in effectif, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Agent shall act as agent under and subject to the terms condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations, Debt and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations or Replacement Indenture Obligations, as applicable, (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in respect of such Additional First Lien Debt and the holders Other First Lien Obligations or other Replacement Indenture Obligations, as applicable, being referred to as “Additional First Lien Claimholders”), each becomes a party to this Agreement by satisfying the conditions set forth in Section 5.14(b). (b) In order for an Additional First Lien Representative and Additional First Lien Collateral Agent (including, in the case of a Replacement Indenture, the Replacement Representative and the Replacement Collateral Agent in respect thereof) to become a party to this Agreement, (i) such Additional First Lien Representative and such Additional First Lien Collateral Agent shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral Agent and such Additional First Lien Representative and such Additional First Lien Collateral Agent, as the case may be) pursuant to which either (x) such Additional First Lien Representative becomes a Representative hereunder and such Additional First Lien Collateral Agent becomes a Collateral Agent hereunder, and such Additional First Lien Debt and such Series of Other First Lien Secured Party Consent Obligations or Replacement Indenture Obligations, as applicable, and agreethe Additional First Lien Claimholders of such Series become subject hereto and bound hereby; (ii) the Company shall have delivered to each Collateral Agent: (1) true and complete copies of each of the Other First Lien Agreement or Replacement Indenture, on behalf of itself and each Secured Party it representsas applicable, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights Collateral Documents for such Series, certified as being true and obligations correct by a Responsible Officer of the Company; (2) a Designation substantially in the form of Exhibit B pursuant to which the Company shall (A) identify the Indebtedness to be designated as Other First Lien Obligations or Replacement Indenture Obligations, as applicable, and the initial aggregate principal amount or committed amount thereof, (B) specify the name and address of the Additional First Lien Collateral Agent and Additional First Lien Representative, (C) certify that such (x) Additional First Lien Debt is permitted by each party First Lien Document and that the conditions set forth in this Section 5.14 are satisfied with respect to such Additional First Lien Debt and such Series of Other First Lien Obligations or Replacement Indenture Obligations, as applicable, (D) in the case of a Replacement Indenture, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement Indenture and the Company elects to designate such agreement as a Replacement Indenture and (E) if applicable, that such Additional First Lien Debt is Secured Bank Indebtedness; and (iii) the Other First Lien Documents or Replacement Indenture Documents, as applicable, relating to such Additional First Lien Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional First Lien Claimholder with respect to such Additional First Lien Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional First Lien Debt. (c) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent, in each case, in accordance with this Section 5.14, each other Representative and Collateral Agent shall remain in full force acknowledge such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.14 and effect notwithstanding returning the addition same to such Additional First Lien Representative and Additional First Lien Collateral Agent, as applicable; provided that the failure of any new Secured Obligations Representative or Collateral Agent to so acknowledge or return shall not affect the status of such debt as Additional First Lien Debt if the other requirements of this AgreementSection 5.14 are complied with.

Other First Lien Obligations. On or after the date hereof Closing Date and so long as such obligations are not prohibited by permitted under the Credit Agreement and any Other First Lien Agreement then in effect, the Lead Borrower may from time to time designate obligations in respect of Indebtedness indebtedness permitted to be secured pursuant to Section 6.01 of the Credit Agreement and any corresponding provision of any Other First Lien Agreement to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by (a) delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the Lead 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of the Liens securing such obligations as Other First Lien Obligations is not prohibited by the terms are permitted pursuant to (x) Section 6.02 of the Credit Agreement and (y) the corresponding provision of any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed delivering to the Collateral Agent and each Authorized Representative an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Lead Borrower and (c) if not already then in effect, execute executing and deliver the First Lien delivering a Permitted Pari Passu Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien Permitted Pari Passu Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby). The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Credit Agreement) 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Credit Agreement) for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be first priority obligations, for purposes of each Intercreditor AgreementAgreement that exists prior to the effectiveness of the designation of such Other First Lien Obligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.39

Other First Lien Obligations. On or after the date hereof Closing Date and so long as such obligations are not prohibited by the Credit Agreement and or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and or any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver the a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Agent shall act as collateral 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party Consent, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the each applicable Intercreditor Agreement and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First-Priority Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after 1. To the date hereof and so long as such obligations are extent not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms provisions of the Credit Agreement and the other First Lien Documents, the Company may incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing) and Other First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis with the Liens (other than any Declined Liens) securing the then in effect existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and (iv) specifying the name and address any Series of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and (c) if not already in effect, execute and deliver pursuant to the applicable First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentCollateral Documents of such Series, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentenceif, (x) the Agent shall act as agent under and subject to the terms condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations, Debt and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations or Replacement Credit Agreement Obligations, as set forth applicable (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in each respect of any such Additional First Lien Debt and the holders of any such Series of Other First Lien Secured Party Consent and agreeObligations or Replacement Credit Agreement Obligations, on behalf of itself and each Secured Party it representsas applicable, being referred to be bound by this Agreement and the as “Additional First Lien Intercreditor Agreement. The rights and obligations of Claimholders”), each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force V.N.2. 2. In order for an Additional First Lien Representative and effect notwithstanding Additional First Lien Collateral Agent (including, in the addition case of any new Secured Obligations a Replacement Credit Agreement, the Replacement Representative and the Replacement Collateral Agent in respect thereof) to become a party to this Agreement., a. such Additional First Lien Representative and such Additional First Lien Collateral Agent shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral Agent and such Additional First Lien Representative and such Additional First Lien Collateral Agent, as the case may be) pursuant to which either (x) such Additional First Lien Representative becomes a Representative hereunder and such Additional First Lien Collateral Agent becomes a Collateral Agent hereunder, and such Additional First Lien Debt and such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and the Additional First Lien Claimholders of such Series become subject hereto and bound hereby;

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by to be incurred under the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the Borrower 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and or any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed an Other First Lien Secured Party Consent (in the form attached as Exhibit B) executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver the a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby). The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Priority Obligations” (or analogous term) in any First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after (a) To the date hereof and so long as such obligations are extent not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms provisions of the Credit Agreement and the other First Lien Documents, the Company may incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing) and Other First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis with the Liens (other than any Declined Liens) securing the then in effect existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and (iv) specifying the name and address any Series of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and (c) if not already in effect, execute and deliver pursuant to the applicable First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentCollateral Documents of such Series, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentenceif, (x) the Agent shall act as agent under and subject to the terms condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations, Debt and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations or Replacement Credit Agreement Obligations, as set forth applicable (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in each respect of any such Additional First Lien Debt and the holders of any such Series of Other First Lien Secured Party Consent and agreeObligations or Replacement Credit Agreement Obligations, on behalf of itself and each Secured Party it representsas applicable, being referred to be bound by this Agreement and the as “Additional First Lien Intercreditor Agreement. The rights and obligations of Claimholders”), each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.Section 5.14(b). 30

Other First Lien Obligations. On or after (a) To the date hereof and so long as such obligations are extent not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms provisions of the Credit Agreement and the other First Lien Documents, the Company may incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing) and Other First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis with the Liens (other than any Declined Liens) securing the then in effect existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and (iv) specifying the name and address any Series of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and (c) if not already in effect, execute and deliver pursuant to the applicable First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentCollateral Documents of such Series, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentenceif, (x) the Agent shall act as agent under and subject to the terms condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations, Debt and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in respect of any such Additional First Lien Debt and the holders of any such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, being referred to as “Additional First Lien Claimholders”), each becomes a party to this Agreement by satisfying the conditions set forth in Section 5.14(b). (b) In order for an Additional First Lien Representative and Additional First Lien Collateral Agent (including, in the case of a Replacement Credit Agreement, the Replacement Representative and the Replacement Collateral Agent in respect thereof) to become a party to this Agreement, (i) such Additional First Lien Representative and such Additional First Lien Collateral Agent shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral Agent and such Additional First Lien Representative and such Additional First Lien Collateral Agent, as the case may be) pursuant to which either (x) such Additional First Lien Representative becomes a Representative hereunder and such Additional First Lien Collateral Agent becomes a Collateral Agent hereunder, and such Additional First Lien Debt and such Series of Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, and agreethe Additional First Lien Claimholders of such Series become subject hereto and bound hereby; (ii) the Company shall have delivered to each Collateral Agent: (a) true and complete copies of each of the Other First Lien Agreement or Replacement Credit Agreement, on behalf of itself and each Secured Party it representsas applicable, to be bound by this Agreement and the First Lien Intercreditor Collateral Documents for such Series, certified as being true and correct by a Responsible Officer of the Company; (b) a Designation substantially in the form of Exhibit B pursuant to which the Company shall (A) identify the Indebtedness to be designated as Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and the initial aggregate principal amount or committed amount thereof, (B) specify the name and address of the Additional First Lien Collateral Agent and Additional First Lien Representative, (C) certify that such (x) Additional First Lien Debt is permitted by each First Lien Document and that the conditions set forth in this Section 5.14 are satisfied with respect to such Additional First Lien Debt and such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and (D) in the case of a Replacement Credit Agreement. The rights , expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement Credit Agreement and obligations the Company elects to designate such agreement as a Replacement Credit Agreement; and (iii) the Other First Lien Documents or Replacement Credit Agreement Documents, as applicable, relating to such Additional First Lien Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional First Lien Claimholder with respect to such Additional First Lien Debt will be subject to and bound by the provisions of each party to this Agreement in its capacity as a holder of such Additional First Lien Debt. (c) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent, in each case, in accordance with this Section 5.14, each other Representative and Collateral Agent shall remain in full force acknowledge such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.14 and effect notwithstanding returning the addition same to such Additional First Lien Representative and Additional First Lien Collateral Agent, as applicable; provided that the failure of any new Secured Obligations Representative or Collateral Agent to so acknowledge or return shall not affect the status of such debt as Additional First Lien Debt if the other requirements of this AgreementSection 5.14 are complied with.

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by permitted under the Credit Note Purchase Agreement and any Other First Lien Agreement then in effect, the Borrower Issuer may from time to time designate obligations in respect of Indebtedness indebtedness permitted to be secured pursuant to Section 6.01 of the Note Purchase Agreement and any corresponding provision of any Other First Lien Agreement to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by (a) delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the Borrower 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of the Liens securing such obligations as Other First Lien Obligations is not prohibited by the terms are permitted pursuant to (x) Section 6.02 of the Credit Note Purchase Agreement and (y) the corresponding provision of any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed delivering to the Collateral Agent and each Authorized Representative an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Issuer and (c) if not already then in effect, execute executing and deliver the First Lien delivering a Permitted Pari Passu Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien Permitted Pari Passu Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby). The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Note Purchase Agreement) under and subject to the terms of the Security Collateral Documents for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Note Purchase Agreement) for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be first priority obligations, for purposes of each Intercreditor AgreementAgreement that exists prior to the effectiveness of the designation of such Other First Lien Obligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or (a) To the extent, but only to the extent, not prohibited by the provisions of the Credit Agreement, the 2028 Notes Indenture and the other First Lien Documents, the Company may incur (x) additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing except to the extent constituting Indebtedness under a Replacement Credit Agreement, which shall be addressed by clause (y)) after the date hereof that is secured on an equal and so long as such obligations are not prohibited by ratable basis with the Liens securing the Credit Agreement and any Other First Lien Agreement then in effectObligations, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured 2028 Notes Obligations as and the Other First Lien Obligations hereunder (such Indebtedness, “Additional First Lien Debt”) and (y) Indebtedness under any Replacement Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Other First Lien Obligations. Any such Additional First Lien Debt and related Other First Lien Obligations may be secured by delivering a Lien on a ratable basis, in each case, under and pursuant to the Other First Lien Documents, if and subject to the condition that the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the holders of such Additional First Lien Debt (such Additional First Lien Collateral Agent, Additional First Lien Representative and holders in respect of any Additional First Lien Debt being referred to as “Additional First Lien Secured Parties”), each Authorized becomes a party to this Agreement and the Junior Lien Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in Section 5.19(b). Any Indebtedness and other Credit Agreement Obligations under any Replacement Credit Agreement may be secured by Liens on an equal and ratable basis, in each case, under and pursuant to the Credit Agreement Documents, if and subject to the condition that the Replacement Representative and Replacement Collateral Agent, acting on behalf of the holders of such Credit Agreement Obligations, each becomes a party to this Agreement and the Junior Lien Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in Section 5.19(b). (b) In order for an Additional First Lien Representative and Additional First Lien Collateral Agent, or, in the case of a Replacement Credit Agreement, the Replacement Representative and the Replacement Collateral Agent in respect thereof, to become a party to this Agreement, (i) such Additional First Lien Representative and such Additional First Lien Collateral Agent or such Replacement Representative and such Replacement Collateral Agent shall have executed and delivered (A) an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral Agent and such Additional First Lien Representative and such Additional First Lien Collateral Agent or such Replacement Representative and such Replacement Collateral Agent, as the case may be) pursuant to which either (x) such Additional First Lien Representative becomes a Representative hereunder and such Additional First Lien Collateral Agent becomes a Collateral Agent hereunder, and such Additional First Lien Debt and the related Other First Lien Obligations in respect of which such Additional First Lien Representative is the Representative and the related Additional First Lien Secured Parties become subject hereto and bound hereby or (y) such Replacement Representative becomes the Credit Agreement Agent hereunder, such Replacement Credit Agreement becomes the Credit Agreement hereunder and such Credit Agreement Obligations and holders of such Credit Agreement Obligations become subject hereto and bound hereby and (B) a joinder agreement to the Junior Lien Intercreditor Agreement (if then in effect) in the form required thereby or such other form as may be acceptable to the parties thereto; (ii) the Company shall have delivered to each Collateral Agent: (a) a certificate signed true and complete copies of each of the Other First Lien Documents relating to such Additional First Lien Debt or the Replacement Credit Agreement, as the case may be, certified as being true and correct by a Responsible Officer of the Borrower Company; (b) a Designation pursuant to which the Company shall (i) identifying identify the obligations so Indebtedness to be designated as Other First Lien Obligations or Credit Agreement Obligations, if applicable, and the initial aggregate principal amount or face committed amount thereof, (ii) stating that such obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and any Other First Lien Agreement then in effect and (iv) specifying specify the name and address of the Authorized Additional First Lien Collateral Agent and Additional First Lien Representative for such obligationsor the Replacement Collateral Agent and Replacement Representative, if applicable, (biii) certify that such (x) Additional First Lien Debt or (y) Credit Agreement Obligations, as applicable, is permitted by the Credit Agreement, the 2028 Notes Indenture, each other First Lien Document and that the conditions set forth in this Section 5.19 are satisfied with respect to such Additional First Lien Debt and the related Other First Lien Obligations or Credit Agreement Obligations, as applicable and (iv) in the case of a fully executed Replacement Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement Credit Agreement and is designated as a Replacement Credit Agreement; and (iii) the Other First Lien Documents, as applicable, relating to such Additional First Lien Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional First Lien Secured Party Consent with respect to such Additional First Lien Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional First Lien Debt. (c) if not already in effect, execute Upon the execution and deliver the delivery of a Joinder Agreement by an Additional First Lien Intercreditor Agreement Representative and an Additional First Lien Collateral Agent (or a joinder thereto the Replacement Representative and the Replacement Collateral Agent, in the form case of a Replacement Credit Agreement) in accordance with this Section 5.19, each other Representative and Collateral Agent shall (and to upon being provided with an officer’s certificate of the extentCompany, if anyso requested) required thereby to the extent acknowledge such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentencereceipt thereof by countersigning a copy thereof, (x) the Agent shall act as agent under and subject to the terms of this Section 5.19 and returning the Security Documents for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any same to such Other Additional First Lien ObligationsRepresentative and Additional First Lien Collateral Agent or Replacement Representative and Replacement Collateral Agent, and (y) as applicable; provided that the failure of any Representative or Collateral Agent and each Authorized Representative agrees to so acknowledge or return shall not affect the appointment, and acceptance of the appointment, of the Agent as agent for the holders status of such Other debt as Additional First Lien Obligations Debt or a Replacement Credit Agreement, as set forth in each Other First Lien Secured Party Consent and agreethe case may be, on behalf if the other requirements of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.19 are complied with.

Other First Lien Obligations. On or after the date hereof Closing Date and so long as such obligations are not prohibited by the Credit Agreement and or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and or any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver the a First Lien/First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby). The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First-Priority Obligations” (or analogous term) in any First Lien/First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by to be incurred under the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the Borrower 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is are not prohibited by the terms of the Credit Agreement and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the 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 Other First Lien Obligations, and (y) the Agent and each Authorized Representative agrees agree to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after (a) To the date hereof and so long as such obligations are extent not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms provisions of the Credit Agreement and the other First Lien Documents, the Company may incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing) and Other First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis with the Liens (other than any Declined Liens) securing the then in effect existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and (iv) specifying the name and address any Series of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and (c) if not already in effect, execute and deliver pursuant to the applicable First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentCollateral Documents of such Series, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentenceif, (x) the Agent shall act as agent under and subject to the terms condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations, Debt and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in respect of any such Additional First Lien Debt and the holders of any such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, being referred to as “Additional First Lien Claimholders”), each becomes a party to this Agreement by satisfying the conditions set forth in Section 5.14(b). (b) In order for an Additional First Lien Representative and Additional First Lien Collateral Agent (including, in the case of a Replacement Credit Agreement, the Replacement Representative and the Replacement Collateral Agent in respect thereof) to become a party to this Agreement, (i) such Additional First Lien Representative and such Additional First Lien Collateral Agent shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral Agent and such Additional First Lien Representative and such Additional First Lien Collateral Agent, as the case may be) pursuant to which such Additional First Lien Representative becomes a Representative hereunder and such Additional First Lien Collateral Agent becomes a Collateral Agent hereunder, and such Additional First Lien Debt and such Series of Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, and agreethe Additional First Lien Claimholders of such Series become subject hereto and bound hereby; (ii) the Company shall have delivered to each Collateral Agent: (a) true and complete copies of each of the Other First Lien Agreement or Replacement Credit Agreement, on behalf of itself and each Secured Party it representsas applicable, to be bound by this Agreement and the First Lien Intercreditor Collateral Documents for such Series, certified as being true and correct by a Responsible Officer of the Company; (b) a Designation substantially in the form of Exhibit B pursuant to which the Company shall (A) identify the Indebtedness to be designated as Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and the initial aggregate principal amount or committed amount thereof, (B) specify the name and address of the Additional First Lien Collateral Agent and Additional First Lien Representative, (C) certify that such Additional First Lien Debt is permitted by each First Lien Document and that the conditions set forth in this Section 5.14 are satisfied with respect to such Additional First Lien Debt and such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and (D) in the case of a Replacement Credit Agreement. The rights , expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement Credit Agreement and obligations the Company elects to designate such agreement as a Replacement Credit Agreement; and (iii) the Other First Lien Documents or Replacement Credit Agreement Documents, as applicable, relating to such Additional First Lien Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional First Lien Claimholder with respect to such Additional First Lien Debt will be subject to and bound by the provisions of each party to this Agreement in its capacity as a holder of such Additional First Lien Debt. (c) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent, in each case, in accordance with this Section 5.14, each other Representative and Collateral Agent shall remain in full force acknowledge such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.14 and effect notwithstanding returning the addition same to such Additional First Lien Representative and Additional First Lien Collateral Agent, as applicable; provided that the failure of any new Secured Obligations Representative or Collateral Agent to so acknowledge or return shall not affect the status of such debt as Additional First Lien Debt if the other requirements of this AgreementSection 5.14 are complied with.

Other First Lien Obligations. On or after To the date hereof and so long as such obligations are extent, but only to the extent, not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms provisions of the Credit Agreement and the other First Lien Documents, the Company may incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing) and Other First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis with the Liens (other than any Declined Liens) securing the then in effect existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and (iv) specifying the name and address any Series of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and (c) if not already in effect, execute and deliver pursuant to the applicable First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentCollateral Documents of such Series, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentenceif, (x) the Agent shall act as agent under and subject to the terms condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations, Debt and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations or Replacement Credit Agreement Obligations, as set forth applicable (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in each respect of any such Additional First Lien Debt and the holders of any such Series of Other First Lien Secured Party Consent and agreeObligations or Replacement Credit Agreement Obligations, on behalf of itself and each Secured Party it representsas applicable, being referred to be bound by this Agreement and the as “Additional First Lien Intercreditor Agreement. The rights and obligations of Claimholders”), each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On or after (a) To the date hereof and so long as such obligations are extent not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms provisions of the Credit Agreement and the other First Lien Documents, the Company may incur additional Indebtedness, which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing, and Other First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis with the Liens (other than any Declined Liens) securing the then in effect existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and (iv) specifying the name and address any Series of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and (c) if not already in effect, execute and deliver pursuant to the applicable First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentCollateral Documents of such Series, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentenceif, (x) the Agent shall act as agent under and subject to the terms condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations, Debt and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in respect of such Additional First Lien Debt and the holders Other First Lien Obligations or other Replacement Credit Agreement Obligations, as applicable, being referred to as “Additional First Lien Claimholders”), each becomes a party to this Agreement by satisfying the conditions set forth in Section 5.14(b). (b) In order for an Additional First Lien Representative and Additional First Lien Collateral Agent (including, in the case of a Replacement Credit Agreement, the Replacement Representative and the Replacement Collateral Agent in respect thereof) to become a party to this Agreement, (i) such Additional First Lien Representative and such Additional First Lien Collateral Agent shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral Agent and such Additional First Lien Representative and such Additional First Lien Collateral Agent, as the case may be) pursuant to which either (x) such Additional First Lien Representative becomes a Representative hereunder and such Additional First Lien Collateral Agent becomes a Collateral Agent hereunder, and such Additional First Lien Debt and such Series of Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, and agreethe Additional First Lien Claimholders of such Series become subject hereto and bound hereby; (ii) the Company shall have delivered to each Collateral Agent: (a) true and complete copies of each of the Other First Lien Agreement or Replacement Credit Agreement, on behalf of itself and each Secured Party it representsas applicable, to be bound by this Agreement and the First Lien Intercreditor Collateral Documents for such Series, certified as being true and correct by a Responsible Officer of the Company; (b) a Designation substantially in the form of Exhibit B pursuant to which the Company shall (A) identify the Indebtedness to be designated as Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and the initial aggregate principal amount or committed amount thereof, (B) specify the name and address of the Additional First Lien Collateral Agent and Additional First Lien Representative, (C) certify that such (x) Additional First Lien Debt is permitted by each First Lien Document and that the conditions set forth in this Section 5.14 are satisfied with respect to such Additional First Lien Debt and such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and (D) in the case of a Replacement Credit Agreement. The rights , expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement Credit Agreement and obligations the Company elects to designate such agreement as a Replacement Credit Agreement; and (iii) the Other First Lien Documents or Replacement Credit Agreement Documents, as applicable, relating to such Additional First Lien Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional First Lien Claimholder with respect to such Additional First Lien Debt will be subject to and bound by the provisions of each party to this Agreement in its capacity as a holder of such Additional First Lien Debt. (c) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent, in each case, in accordance with this Section 5.14, each other Representative and Collateral Agent shall remain in full force acknowledge such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.14 and effect notwithstanding returning the addition same to such Additional First Lien Representative and Additional First Lien Collateral Agent, as applicable; provided that the failure of any new Secured Obligations Representative or Collateral Agent to so acknowledge or return shall not affect the status of such debt as Additional First Lien Debt if the other requirements of this AgreementSection 5.14 are complied with.

Other First Lien Obligations. On or after (a) To the date hereof and so long as such obligations are extent, but only to the extent, not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms provisions of the Credit Agreement and the other Secured Credit Documents, the Companies may incur (i) additional Indebtedness (such Indebtedness, “Additional First-Priority Debt ”), which for the avoidance of doubt shall include any indebtedness incurred pursuant to a Refinancing, and Other First Lien Agreement then in effect First-Priority Obligations after the date hereof that is secured by Liens on some or all of the Common Collateral on an equal and ratable basis with the Liens securing the then-existing First-Priority Obligations and (ivii) specifying Other First-Priority Obligations. In such instance, the name Additional First-Priority Collateral Agent and address Additional First-Priority Representative of any such Additional First-Priority Debt, acting on behalf of the Authorized Representative for holders of such obligations, (b) a fully executed Other First Lien Secured Party Consent Additional First-Priority Debt and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the 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 Other First Lien Obligations, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations as set forth First-Priority Obligations, (such Additional First-Priority Collateral Agent, Additional First-Priority Representative and holders in each Other First Lien Secured Party Consent and agree, on behalf respect of itself and each Secured Party it represents, to be bound by this Agreement any Additional First-Priority Debt and the First Lien Intercreditor Agreement. The rights and obligations holders Other First-Priority Obligations of such Series being referred to as “Additional First-Priority Secured Parties”), may each become a party to this Agreement shall remain by satisfying the conditions set forth in full force Section 5.14(b). (b) In order for an Additional First-Priority Representative and effect notwithstanding the addition of any new Secured Obligations Additional First-Priority Collateral Agent to become a party to this Agreement., (i) such Additional First-Priority Representative and such Additional First-Priority Collateral Agent shall have executed and delivered an instrument substantially in the form of Annex B (with such changes as may be reasonably approved by each Collateral Agent and such Additional First-Priority Representative and such Additional First-Priority Collateral Agent, as the case may be) pursuant to which such Additional First-Priority Representative becomes an Authorized Representative hereunder and such Additional First-Priority Collateral Agent becomes a Collateral Agent hereunder, and such Additional First-Priority Debt and the Other First-Priority Obligations of such Series and the Additional First-Priority Secured Parties of such Series become subject hereto and bound hereby,

Other First Lien Obligations. On or To the extent, but only to the extent not prohibited by the provisions of the Credit Agreement and the Other First Lien Documents, the Company may incur additional indebtedness after the date hereof that is secured on an equal and so long as such obligations are not prohibited by ratable basis with the liens securing the Credit Agreement Obligations and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder (such indebtedness referred to as “Additional Senior Class Debt”). Any such Additional Senior Class Debt may be secured by delivering a Lien on a ratable basis, in each case under and pursuant to the Other First Lien Documents, if and subject to the condition that the Collateral Agent and Authorized Representative of any such Additional Senior Class Debt (an “Additional Senior Class Debt Collateral Agent” and an “Additional Senior Class Debt Representative,” respectively), acting on behalf of the holders of such Additional Senior Class Debt (such Additional Senior Class Debt Collateral Agent, Additional Senior Class Debt Representative and holders in respect of any Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for an Additional Senior Class Debt Representative and Additional Senior Class Debt Collateral Agent to become a party to this Agreement, (i) such Additional Senior Class Debt Representative, such Additional Senior Class Debt Collateral Agent, each Collateral Agent, each Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Exhibit A (awith such changes as may be reasonably approved by each Collateral Agent and such Additional Senior Class Debt Representative) pursuant to which such Additional Senior Class Debt Representative becomes an Authorized Representative hereunder, and such Additional Senior Class Debt Collateral Agent becomes a certificate signed Collateral Agent hereunder, and the Additional Senior Class Debt in respect of which such Additional Senior Class Debt Representative is the Authorized Representative and the related Additional Senior Class Debt Parties become subject hereto and bound hereby; (ii) the Company shall have (x) delivered to each Collateral Agent true and complete copies of each of the Other First Lien Documents relating to such Additional Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrower Company and (iy) identifying identified in a certificate of an authorized officer the obligations so to be designated as Other First Lien Obligations and the initial aggregate principal amount or face amount thereof; (iii) all First Lien Security Documents, filings and recordations necessary or desirable in the reasonable judgment of the Additional Senior Class Debt Collateral Agent to create and perfect the Liens securing the relevant obligations relating to such Additional Senior Class Debt shall have been made, executed and/or delivered (iior, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent); and (iv) stating that such obligations are designated as the Other First Lien Obligations for purposes hereofDocuments, (iii) representing as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional Senior Class Debt Party with respect to such designation Additional Senior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such obligations as Other First Lien Obligations is not prohibited Additional Senior Class Debt. Upon the execution and delivery of a Joinder Agreement by the terms of the Credit Agreement an Additional Senior Class Debt Representative and any Other First Lien Agreement then an Additional Collateral Agent in effect and (iv) specifying the name and address of the accordance with this Section 5.14, each other Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as agent under acknowledge such execution and delivery thereof, 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 Other First Lien Obligations, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14.

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited permitted by the Credit Agreement and not prohibited by any Other First Lien Agreement then in effectoutstanding, the Borrower Borrowers may from time to time designate obligations in respect Indebtedness at the time of Indebtedness incurrence to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured the Obligations as Other First Lien Obligations hereunder by delivering to the Agent Applicable First Lien Representative and each Authorized Representative (a) a certificate signed by a Responsible an Authorized Officer of the Borrower Borrowers (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by complies with the terms of this Agreement, the Credit Agreement and any Other First Lien Agreement then in effect outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent (in the form attached as Exhibit III) and (c) if the Intercreditor Effective Date has not already in effectyet occurred, execute and deliver the a fully executed First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect)Agreement. The Agent and each Each Authorized Representative agree agrees that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Agent Applicable First Lien Representative shall act as administrative and collateral 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 Other First Lien Obligations, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent Applicable First Lien Representative as administrative and collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after To the date hereof and so long as such obligations are extent not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms provisions of the Credit Agreement and the other First Lien Documents, the Company may incur additional Indebtedness, which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing, and Other First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis with the Liens (other than any Declined Liens) securing the then in effect existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and (iv) specifying the name and address any Series of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and (c) if not already in effect, execute and deliver pursuant to the applicable First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentCollateral Documents of such Series, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentenceif, (x) the Agent shall act as agent under and subject to the terms condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations, Debt and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations or Replacement Credit Agreement Obligations, as set forth applicable (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in each respect of such Additional First Lien Debt and the holders of such Series of Other First Lien Secured Party Consent and agreeObligations or Replacement Credit Agreement Obligations, on behalf of itself and each Secured Party it representsas applicable, being referred to be bound by this Agreement and the as “Additional First Lien Intercreditor Agreement. The rights and obligations of Claimholders”), each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On To the extent, but only to the extent not prohibited by the provisions of the Credit Agreement or the Other First Lien Documents, the Borrower may incur additional Indebtedness (including any Indebtedness in connection with a Refinancing) after the date hereof that is secured on an equal and so long as such obligations are not prohibited by ratable basis with the liens securing the Credit Agreement Obligations and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder (such Indebtedness referred to as “Additional Senior Class Debt”). Any such Additional Senior Class Debt may be secured by delivering a Lien on a ratable basis, in each case under and pursuant to the Other First Lien Documents, if and subject to the condition that the Collateral Agent and Authorized Representative of any such Additional Senior Class Debt (an “Additional Senior Class Debt Collateral Agent” and an “Additional Senior Class Authorized Representative,” respectively), acting on behalf of the holders of such Additional Senior Class Debt (such Additional Senior Class Debt Collateral Agent, Additional Senior Class Authorized Representative and holders in respect of any Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), become a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for an Additional Senior Class Authorized Representative and Additional Senior Class Debt Collateral Agent to become a party to this Agreement, (i) such Additional Senior Class Authorized Representative, such Additional Senior Class Debt Collateral Agent, each Collateral Agent, each Authorized Representative and the Borrower shall have executed and delivered an instrument substantially in the form of Exhibit A (awith such changes as may be reasonably approved by each Collateral Agent and such Additional Senior Class Authorized Representative) pursuant to which such Additional Senior Class Authorized Representative becomes an Authorized Representative hereunder, and such Additional Senior Class Debt Collateral Agent becomes a certificate signed Collateral Agent hereunder, and the Additional Senior Class Debt in respect of which such Additional Senior Class Authorized Representative is the Authorized Representative and the related Additional Senior Class Debt Parties become subject hereto and bound hereby; (ii) the Borrower shall have (x) delivered to each Collateral Agent true and complete copies of each of the Other First Lien Documents relating to such Additional Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrower and (iy) identifying identified in a certificate of an authorized officer the obligations so to be designated as Other First Lien Obligations and the initial aggregate principal amount or face amount thereof; (iii) all First Lien Security Documents, filings and recordations necessary or desirable in the reasonable judgment of the Additional Senior Class Debt Collateral Agent to create and perfect the Liens securing the relevant obligations relating to such Additional Senior Class Debt shall have been made, executed and/or delivered (iior, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent); and (iv) stating that such obligations are designated as the Other First Lien Obligations for purposes hereofDocuments, (iii) representing as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional Senior Class Debt Party with respect to such designation Additional Senior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such obligations as Other First Lien Obligations is not prohibited Additional Senior Class Debt. (v) The Borrower shall certify in an officer’s certificate that no Event of Default shall have occurred and be continuing under any Secured Credit Document. Upon the execution and delivery of a Joinder Agreement by the terms of the Credit Agreement and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the an Additional Senior Class Authorized Representative for such obligationsand an Additional Collateral Agent in accordance with this Section 5.14, (b) a fully executed Other First Lien Secured Party Consent each other Authorized Representative and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Collateral Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentenceBorrower shall acknowledge such execution and delivery thereof, (x) the Agent shall act as agent under and subject to the terms of this Section 5.14; provided that the Security Documents for the benefit failure of all Secured Parties, including without limitation, any Secured Parties that hold Authorized Representative or Collateral Agent to so acknowledge any such Other First Lien Obligations, execution and (y) delivery shall not affect the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition standing of any new Secured Obligations to additional Indebtedness incurred by the Borrower as Additional Senior Class Debt if the other requirements of this AgreementSection 5.14 have been complied with.

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by to be incurred under the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent (in the form attached as Exhibit III) and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The ; provided, however, if any Other First Lien Obligations are issued in the form of bonds, notes or other securities, then the Agent shall have a right to appoint a sub-agent as the agent to act with respect to such Other First Lien Obligations under the Security Documents and each the parties hereto (without the consent of any Secured Parties) and the Authorized Representative agree for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Agent or its sub-agent, as applicable, shall act as agent under and subject to the terms of the Security Documents and each Other First Lien Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other First Lien Obligations, and (y) the Agent and each Authorized Representative Representative, on behalf of the Other First Lien Secured Parties under the applicable Other First Lien Agreement, agrees to and accepts the appointment, and acceptance of the appointment, appointment of the Agent or its sub-agent, as applicable, as agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Other First Lien Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited by the Credit Agreement and any Other First Lien Agreement then in effect, the Borrower The Issuer may from time to time designate obligations in respect of Indebtedness Other First Lien Obligations permitted by the Indenture and the Credit Agreement, and not prohibited by any Other First Lien Agreement, to be secured (except with respect to any applicable Specified Excluded Collateral) by a Lien on a pari passu basis with then outstanding Secured Obligations the Collateral as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible an Officer of the Borrower Issuer (i) identifying the obligations Other First Lien Obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations Other First Lien Obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by complies with the terms of the Indenture Documents, the Credit Agreement Documents and any Other First Lien Agreement then in effect Agreements and (iv) specifying the name and address of the Authorized Representative for the holders of such obligations, Other First Lien Obligations and (b) a fully executed Other First Lien Additional Secured Party Consent and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect)Consent. The Collateral Agent and each Authorized Representative agree that agrees that, upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent under and subject to the terms of this Agreement and the Security Documents Intercreditor Agreements for the benefit of all Secured Parties, including including, without limitation, any Secured Parties that hold any such Other First Lien Obligations, and (y) the Agent and each . Each Authorized Representative that executes any Additional Secured Party Consent agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by the terms of this Agreement and the Intercreditor Agreements and, with respect to the rights, duties and immunities of the Collateral Agent, by the Indenture, the Credit Agreement and the Intercreditor Agreements. Upon the satisfaction of the conditions set forth in this Section 5.01, such Other First Lien Intercreditor AgreementObligations shall become Obligations hereunder with the same force and effect as if originally included in the Obligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Other First Lien Obligations to this Agreement.

Other First Lien Obligations. (a) On or after the date hereof Closing Date and so long as such obligations are not prohibited by the Credit Agreement and or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and or any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver the a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Agent shall act as collateral 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party Consent, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the each applicable Intercreditor Agreement and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First-Priority Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement. (b) In the event any Other First Lien Obligations are designated hereunder pursuant to this Section 6.17, the Credit Agreement Agent shall be entitled to act hereunder pursuant to instructions of the Applicable Authorized Representative (as defined in and subject to the terms of the First Lien Intercreditor Agreement) and the Agent shall be entitled to all the benefits, indemnities and exculpatory provisions of the First Lien Intercreditor Agreement afforded to the “Collateral Agent” (including Article III and Article IV of the First Lien Intercreditor Agreement) as if the Agent were named as Collateral Agent under the First Lien Intercreditor Agreement and this Agreement.

Other First Lien Obligations. On or after the date hereof and so long as such obligations are not prohibited permitted by the Credit Agreement and not prohibited by any Other First Lien Agreement then in effectoutstanding, the Borrower Company may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent, Administrative Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer an authorized officer of the Borrower 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by complies with the terms of this Agreement, the Credit Agreement and any Other First Lien Agreement then in effect outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent (in the form attached as Exhibit D) and (c) if the Intercreditor Effective Date has not already in effectyet occurred, execute and deliver the a fully executed First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect)Agreement. The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent under and subject to the terms of the Security Documents (as defined in the First Lien Intercreditor Agreement) for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other First Lien Obligations, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or To the extent, but only to the extent not prohibited by the provisions of the Credit Agreement and the Other First Lien Documents, the Company may incur additional indebtedness after the date hereof that is secured on an equal and so long as such obligations are not prohibited by ratable basis with the Liens securing the Credit Agreement Obligations and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then outstanding Secured Obligations as Other First Lien Obligations hereunder (such indebtedness referred to as “Additional Senior Class Debt”). Any such Additional Senior Class Debt may be secured by delivering a Lien on a ratable basis, in each case under and pursuant to the Other First Lien Documents, if and subject to the condition that the Collateral Agent and Authorized Representative of any such Additional Senior Class Debt (an “Additional Senior Class Debt Collateral Agent” and an “Additional Senior Class Debt Representative,” respectively), acting on behalf of the holders of such Additional Senior Class Debt (such Additional Senior Class Debt Collateral Agent, Additional Senior Class Debt Representative and holders in respect of any Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for an Additional Senior Class Debt Representative and Additional Senior Class Debt Collateral Agent to become a party to this Agreement, (i) such Additional Senior Class Debt Representative, such Additional Senior Class Debt Collateral Agent, each Collateral Agent, each Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Exhibit A (awith such changes as may be reasonably approved by each Authorized Representative and such Additional Senior Class Debt Representative) pursuant to which such Additional Senior Class Debt Representative becomes an Authorized Representative hereunder, and such Additional Senior Class Debt Collateral Agent becomes a certificate signed Collateral Agent hereunder, and the Additional Senior Class Debt in respect of which such Additional Senior Class Debt Representative is the Authorized Representative and the related Additional Senior Class Debt Parties become subject hereto and bound hereby; (ii) the Company shall have (x) delivered to each Collateral Agent true and complete copies of each of the Other First Lien Documents relating to such Additional Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrower Company and (iy) identifying identified in a certificate of an authorized officer the obligations so to be designated as Other First Lien Obligations and the initial aggregate principal amount or face amount thereof; (iii) all First Lien Security Documents, filings and recordations necessary or desirable in the reasonable judgment of the Additional Senior Class Debt Collateral Agent to create and perfect the Liens securing the relevant obligations relating to such Additional Senior Class Debt shall have been made, executed and/or delivered (iior, with respect to any such filings or recordations, acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments have been taken in the reasonable judgment of the Additional Senior Class Debt Collateral Agent); and (iv) stating that such obligations are designated as the Other First Lien Obligations for purposes hereofDocuments, (iii) representing as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional Senior Class Debt Party with respect to such designation Additional Senior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such obligations as Other First Lien Obligations is not prohibited Additional Senior Class Debt. Upon the execution and delivery of a Joinder Agreement by the terms of the Credit Agreement an Additional Senior Class Debt Representative and any Other First Lien Agreement then an Additional Senior Class Debt Collateral Agent in effect and (iv) specifying the name and address of the accordance with this Section 5.14, each other Authorized Representative for such obligations, (b) a fully executed Other First Lien Secured Party Consent and (c) if not already in effect, execute and deliver the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect). The Agent and each Authorized Representative agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as agent under acknowledge such execution and delivery thereof, 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 Other First Lien Obligations, and (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Agent as agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14.

Other First Lien Obligations. On or after the date hereof Closing Date and so long as such obligations are not prohibited by the Credit Agreement and or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of Indebtedness indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with then the then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement and or any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) a fully executed an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver the a First Lien/First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby). The Agent and each Authorized Representative agree that upon Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien ObligationsObligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreeagrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First-Priority Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.