Common use of Refinancings and Additional Secured Debt Clause in Contracts

Refinancings and Additional Secured Debt. The Revolving Facility Obligations and the Shared Obligations may be Replaced, by any Revolving Substitute Facility, Notes Substitute Indenture or Term Substitute Facility, as the case may be, and Future Secured Indebtedness may be incurred by a Loan Party, in each case, without notice to, or the consent of any Secured Party hereunder, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the Designated Shared First Lien Representative and the Revolving Facility Agent shall receive on or prior to incurrence of the Replacement of a Notes Substitute Indenture, Revolving Substitute Facility or Term Substitute Facility or Future Secured Indebtedness, as the case may be (i) an Officers’ Certificate from Holdings stating that (A) the Replacement or such indebtedness is permitted by each other applicable Secured Document to be incurred or to the extent a consent is otherwise required to permit the Replacement or such incurrence of indebtedness under any other Secured Document, Holdings and each other Grantor have obtained the requisite consent and (B) the requirements of Section 2.12 have been (or will be substantially simultaneously with the delivery of such certificate) satisfied, and (ii) a Lien Sharing and Priority Confirmation Joinder from the holders or lenders of such new indebtedness (or an authorized agent, trustee or other representative on their behalf). Each of the then-exiting Notes Agents, Revolving Facility Agent and Term Facility Agents, as applicable, shall upon receipt of the Officers’ Certificate described in clause (i) above, be authorized to execute and deliver such other documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request to give effect to such Replacement or incurrence, it being understood that the Notes Agents, the Revolving Facility Agent and the Term Facility Agents, without the consent of any other Secured Party hereunder, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the expense of Holdings; provided that in the event that such amendments, supplements, modifications or restatements materially adversely affect the rights of the Grantors under the Secured Documents or imposes material additional obligations or liability on any Grantor or any Subsidiary of Holdings, then the written consent of Holdings will be required prior thereto. Upon the consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Loan Party to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Document.

Refinancings and Additional Secured Debt. (a) The Revolving Facility ABL Debt Obligations and the Shared Priority Lien Obligations may be Replaced, by any Revolving ABL Substitute Facility, Notes Substitute Indenture Facility or Term Noteholder Substitute Facility, as the case may be, and Future Secured Indebtedness may be incurred by a Loan Party, in each case, without notice to, or the consent of any Secured Party hereunderParty, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the Designated Shared First Lien Representative Noteholder Collateral Trustee and the Revolving Facility ABL Agent shall receive on or prior to incurrence of the Replacement of a Notes Substitute Indenture, Revolving an ABL Substitute Facility or Term Noteholder Substitute Facility or Future Secured Indebtedness, as the case may be (i) an Officers’ Certificate from Holdings Solo stating that (A) the Replacement or such indebtedness is permitted by each other applicable Secured Document to be incurred or to the extent a consent is otherwise required to permit the Replacement or such incurrence of indebtedness under any other Secured Document, Holdings the Issuers and each other Grantor have obtained the requisite consent and (B) the requirements of Section 2.12 have been (or will be substantially simultaneously with the delivery of such certificate) satisfied, and (ii) a Lien Sharing and Priority Confirmation Joinder from the holders or lenders of such new any indebtedness that Replaces the ABL Debt Obligations or the Priority Lien Obligations (or an authorized agent, trustee or other representative on their behalf). Each of the then-exiting Notes Agents, Revolving Facility ABL Agent and Term Facility Agents, as applicable, the Noteholder Collateral Trustee shall upon receipt of the Officers’ Certificate described in clause (i) above, be authorized to execute and deliver such other documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request to give effect to such Replacement or incurrenceReplacement, it being understood that the Notes Agents, the Revolving Facility ABL Agent and the Term Facility AgentsNoteholder Collateral Trustee, without the consent of any other Secured Party hereunderParty, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the expense of Holdings; provided that in the event that such amendments, supplements, modifications or restatements materially adversely affect the rights of the Grantors under the Secured Documents or imposes material additional obligations or liability on any Grantor or any Subsidiary of Holdings, then the written consent of Holdings will be required prior theretoIssuers. Upon the consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this Agreement. (b) Each Issuer and the other applicable Grantors will be permitted to designate as an additional holder of Secured Debt Obligations hereunder each Person who is, or who becomes, the registered holder of Priority Lien Debt or the registered holder of Subordinated Lien Debt incurred by such Issuer or such other Grantor after the date of this Agreement in accordance with the terms of all applicable Secured Documents. Each Issuer or other applicable Grantor may effect such designation by delivering to the Noteholder Collateral Trustee and the ABL Agent, each of the following: (i) an Officers’ Certificate stating that such Issuer or such other Grantor intends to incur additional Priority Lien Debt and/or Subordinated Lien Debt (“Additional Secured Debt”) which will be (A) Priority Lien Debt permitted by each applicable Secured Document to be incurred and secured by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (B) Subordinated Lien Debt permitted by each applicable Secured Document to be incurred and secured by a Subordinated Lien equally and ratably with all previously existing and future Subordinated Lien Debt; (ii) an authorized agent, trustee or other representative on behalf of the holders or lenders of any Additional Secured Debt must be designated as an additional holder of Secured Debt Obligations hereunder and must, prior to such designation, sign and deliver on behalf of the holders or lenders of such Additional Secured Debt a Lien Sharing and Priority Confirmation Joinder, and, to the extent necessary or appropriate to facilitate such transaction, a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof; and (iii) evidence that such Issuer or such other Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations deemed necessary by such Issuer or other Grantor and the holder of such Additional Secured Debt, or its Secured Debt Representative, to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the Priority Lien Security Documents and the Subordinated Lien Security Documents. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Loan Party Issuer or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Document.

Refinancings and Additional Secured Debt. (a) The Revolving Facility ABL Debt Obligations and the Shared Noteholder Lien Obligations may be Replaced, by any Revolving ABL Substitute Facility, Notes Substitute Indenture Facility or Term Noteholder Substitute Facility, as the case may be, and Future Secured Indebtedness may be incurred by a Loan Party, in each case, without notice to, or the consent of any Secured Party hereunderParty, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the Designated Shared First Lien Representative Noteholder Collateral Agent and the Revolving Facility ABL Agent shall receive on or prior to incurrence of the Replacement of a Notes Substitute Indenture, Revolving an ABL Substitute Facility or Term Noteholder Substitute Facility or Future Secured Indebtedness, as the case may be (i) an Officers’ Officer’s Certificate from Holdings ATD stating that (A) the Replacement or such indebtedness is permitted by each other applicable Secured Document to be incurred or to the extent a consent is otherwise required to permit the Replacement or such incurrence of indebtedness under any other Secured Document, Holdings and each other Grantor have obtained the requisite consent and (B) the requirements of Section 2.12 have been (or will be substantially simultaneously with the delivery of such certificate) satisfied, and (ii) a Lien Sharing and Priority Confirmation Joinder from the holders or lenders of such new any indebtedness that Replaces the ABL Debt Obligations or the Noteholder Lien Obligations (or an authorized agent, trustee or other representative on their behalf). Each of the then-exiting Notes Agents, Revolving Facility ABL Agent and Term Facility Agents, as applicable, the Noteholder Collateral Agent shall upon receipt of the Officers’ Certificate described in clause (i) above, be authorized to execute and deliver such other documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request to give effect to such Replacement or incurrenceReplacement, it being understood that the Notes Agents, the Revolving Facility ABL Agent and the Term Facility AgentsNoteholder Collateral Agent, without the consent of any other Secured Party hereunderParty, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the expense of Holdings; provided that in the event that such amendments, supplements, modifications or restatements materially adversely affect the rights of the Grantors under the Secured Documents or imposes material additional obligations or liability on any Grantor or any Subsidiary of Holdings, then the written consent of Holdings will be required prior theretoATD. Upon the consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this Agreement. (b) Each Grantor will be permitted to designate as an additional holder of Secured Debt Obligations hereunder each Person who is, or who becomes, the registered holder of Noteholder Lien Debt incurred by such Grantor after the date of this Agreement in accordance with the terms of all applicable Secured Documents. Each Grantor may effect such designation by delivering to the Noteholder Collateral Agent and the ABL Agent, each of the following: (i) an Officer’s Certificate stating that such Grantor intends to incur Additional Noteholder Lien Debt (“Additional Secured Debt”) which will be Noteholder Lien Debt permitted by each applicable Secured Document to be incurred and secured by a Noteholder Lien equally and ratably with all previously existing and future Noteholder Lien Debt; (ii) an authorized agent, trustee or other representative on behalf of the holders or lenders of any Additional Secured Debt must be designated as an additional holder of Secured Debt Obligations hereunder and must, prior to such designation, sign and deliver on behalf of the holders or lenders of such Additional Secured Debt a Lien Sharing and Priority Confirmation Joinder, and, to the extent necessary or appropriate to facilitate such transaction, a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof; and (iii) evidence that Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations deemed necessary by such Grantor and the holder of such Additional Secured Debt, or its Secured Debt Representative, to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the Noteholder Lien Security Documents. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Loan Party Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Document.

Refinancings and Additional Secured Debt. The Revolving US Facility Obligations, the Revolving Foreign Facility Obligations and the Shared Term Facility Obligations may be Replaced, by any Revolving US Substitute Facility, Notes any Revolving Foreign Substitute Indenture Facility or any Term Substitute Facility, as the case may be, and Future Secured Indebtedness may be incurred by a Loan Party, in each case, without notice to, or the consent of any Secured Party hereunderParty, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the Designated Shared First Lien Representative and the Revolving Facility Agent shall receive on or prior to incurrence of the Replacement of a Notes Substitute Indenturethe Obligations of any Class, Revolving Substitute Facility or Term Substitute Facility or Future Secured Indebtedness, as the case may be Representative of each other Class shall receive (i) an Officers’ Certificate from Holdings the Company stating that (A) the Replacement or such indebtedness is permitted by each other applicable Secured Document to be incurred or to the extent a consent is otherwise required to permit the Replacement or such incurrence of indebtedness under any other Secured Document, Holdings the Company and each other Grantor have obtained the requisite consent and (B) the requirements of Section 2.12 have been (or will be substantially simultaneously with the delivery of such certificate) satisfied, and (ii) a Lien Sharing and Priority Confirmation Joinder from the holders or lenders of any indebtedness that Replaces such new indebtedness Obligations (or an authorized agent, trustee or other representative on their behalf). Each of the then-exiting Notes Agents, Revolving Facility Agent and Term Facility AgentsRepresentatives, as applicable, shall upon receipt of the Officers’ Certificate described in clause (i) above, be authorized to execute and deliver such other documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request to give effect to such Replacement or incurrenceReplacement, it being understood that the Notes Agents, the Revolving Facility Agent and the Term Facility Agentseach Representative, without the consent of any other Secured Party hereunderParty, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the expense of Holdings; provided that in the event that such amendments, supplements, modifications or restatements materially adversely affect the rights of the Grantors under the Secured Documents or imposes material additional obligations or liability on any Grantor or any Subsidiary of Holdings, then the written consent of Holdings will be required prior theretoCompany. Upon the consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Loan Party Company or any other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Document.

Refinancings and Additional Secured Debt. The Revolving Facility Obligations and the Shared Term Facility Obligations may be Replaced, by any Revolving Substitute Facility, Notes Substitute Indenture Facility or Term Substitute Facility, as the case may be, and Future Secured Indebtedness may be incurred by a Loan Party, in each case, without notice to, or the consent of any Secured Party hereunderParty, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the Designated Shared First Lien Representative Term Facility Agent and the Revolving Facility Agent shall receive on or prior to incurrence of the Replacement of a Notes Substitute Indenture, Revolving Substitute Facility or Term Substitute Facility or Future Secured Indebtedness, as the case may be (i) an Officers’ Certificate from Holdings stating that (A) the Replacement or such indebtedness is permitted by each other applicable Secured Document to be incurred or to the extent a consent is otherwise required to permit the Replacement or such incurrence of indebtedness under any other Secured Document, Holdings and each other Grantor have obtained the requisite consent and (B) the requirements of Section 2.12 have been (or will be substantially simultaneously with the delivery of such certificate) satisfied, and (ii) a Lien Sharing and Priority Confirmation Joinder from the holders or lenders of such new any indebtedness that Replaces the Revolving Facility Obligations or the Term Facility Obligations (or an authorized agent, trustee or other representative on their behalf). Each of the then-exiting Notes Agents, Revolving Facility Agent and the Term Facility AgentsAgent, as applicable, shall upon receipt of the Officers’ Certificate described in clause (i) above, be authorized to execute and deliver such other documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request to give effect to such Replacement or incurrenceReplacement, it being understood that the Notes Agents, the Revolving Facility Agent and the Term Facility AgentsAgent, without the consent of any other Secured Party hereunderParty, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the expense of Holdings; provided that in the event that such amendments, supplements, modifications or restatements materially adversely affect the rights of the Grantors under the Secured Documents or imposes material additional obligations or liability on any Grantor or any Subsidiary of Holdings, then the written consent of Holdings will be required prior thereto. Upon the consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this Agreement. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Loan Party to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Document.

Refinancings and Additional Secured Debt. (a) The Revolving Facility ABL Debt Obligations and the Shared Noteholder Lien Obligations may be Replaced, in whole or in part, by any Revolving ABL Substitute Facility or Noteholder Substitute Facility, Notes Substitute Indenture or Term Substitute Facility, as the case may be, and Future Secured Indebtedness may be incurred by a Loan Party, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any ABL Debt Document or any Noteholder Lien Document) of any Secured Party hereunderParty, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the Designated Shared First Lien Representative and the Revolving Facility Agent shall receive on or prior to incurrence holders of the Replacement of a Notes Substitute Indenture, Revolving any such ABL Substitute Facility or Term Noteholder Substitute Facility or Future Secured Indebtedness, as the case may be (i) an Officers’ Certificate from Holdings stating that (A) the Replacement or such indebtedness is permitted by each other applicable Secured Document to be incurred or to the extent a consent is otherwise required to permit the Replacement or such incurrence of indebtedness under any other Secured Document, Holdings and each other Grantor have obtained the requisite consent and (B) the requirements of Section 2.12 have been (or will be substantially simultaneously with the delivery of such certificate) satisfied, and (ii) a Lien Sharing and Priority Confirmation Joinder from the holders or lenders of such new indebtedness (or an authorized agent, agent or trustee or other representative on their behalf). Each ) bind themselves in writing to the terms of the then-exiting Notes Agents, Revolving Facility Agent and Term Facility Agents, as applicable, shall upon receipt of the Officers’ Certificate described in clause (i) above, be authorized this Agreement pursuant to execute and deliver such other documents and or agreements (including amendments or supplements to this Agreement) as the Noteholder Collateral Agent or the ABL Agent, as the case may be, shall reasonably request and in the form and substance reasonably acceptable to the Noteholder Collateral Agent or the ABL Agent, as the case may be; it being understood that a Lien Sharing and Priority Confirmation Joinder shall be a document reasonably acceptable to the Noteholder Collateral Agent and ABL Collateral Agent. In connection with any Replacement contemplated by this Section 2.10, this Agreement may be amended at the request and sole expense of the Company, and without the consent of either Representative, (a) to add parties (or any authorized agent or trustee therefor) providing any such holdersABL Substitute Facility or Noteholder Substitute Facility, lenders(b) to establish that Liens on any Noteholder First Lien Collateral securing such ABL Substitute Facility or Noteholder Substitute Facility shall have the same priority as the Liens on any Noteholder First Lien Collateral securing the indebtedness being refinanced or replaced, and (c) to establish that the Liens on any ABL First Lien Collateral securing such ABL Substitute Facility or Noteholder Substitute Facility shall have the same priority as the Liens on any ABL First Lien Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for herein immediately prior to such refinancing or replacement. (b) Each Grantor will be permitted to designate as an additional holder of Secured Debt Obligations hereunder each Person who is, or who becomes, the registered holder of Noteholder Lien Debt incurred by such Grantor after the date of this Agreement in accordance with the terms of all applicable Secured Documents. Each Grantor may effect such designation by delivering to the Noteholder Collateral Agent and the ABL Agent, each of the following: (i) an Officer’s Certificate stating that such Grantor intends to incur Additional Noteholder Lien Debt (“Additional Secured Debt”) which will be Noteholder Lien Debt permitted by each applicable Secured Document to be incurred and secured by a Noteholder Lien equally and ratably with all previously existing and future Noteholder Lien Debt; (ii) an authorized agent, trustee or other representative may reasonably request to give effect on behalf of the holders or lenders of any Additional Secured Debt must be designated as an additional holder of Secured Debt Obligations hereunder and must, prior to such Replacement designation, sign and deliver on behalf of the holders or incurrencelenders of such Additional Secured Debt a Lien Sharing and Priority Confirmation Joinder, it being understood that the Notes Agentsand, the Revolving Facility Agent and the Term Facility Agents, without the consent of any other Secured Party hereunder, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments transaction, a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof; and (iii) evidence that Grantor has duly authorized, executed (if applicable) and recorded (or supplements caused to effect be recorded) in each appropriate governmental office all relevant filings and recordations deemed necessary by such Replacement or incurrence all at Grantor and the expense of Holdings; provided that in the event that such amendments, supplements, modifications or restatements materially adversely affect the rights of the Grantors under the Secured Documents or imposes material additional obligations or liability on any Grantor or any Subsidiary of Holdings, then the written consent of Holdings will be required prior thereto. Upon the consummation holder of such Replacement Additional Secured Debt, or incurrence and its Secured Debt Representative, to ensure that the execution and delivery of Additional Secured Debt is secured by the documents and agreements contemplated Collateral in accordance with the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this AgreementNoteholder Lien Security Documents. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Loan Party Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Document.

Refinancings and Additional Secured Debt. (a) The Revolving Facility ABL Debt Obligations and the Shared Priority Lien Obligations may be Replaced, by any Revolving ABL Substitute Facility, Notes Substitute Indenture Facility or Term Noteholder Substitute Facility, as the case may be, and Future Secured Indebtedness may be incurred by a Loan Party, in each case, without notice to, or the consent of any Secured Party hereunderParty, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the Designated Shared First Lien Representative Noteholder Collateral Trustee and the Revolving Facility ABL Agent shall receive on or prior to incurrence of the Replacement of a Notes Substitute Indenture, Revolving an ABL Substitute Facility or Term Noteholder Substitute Facility or Future Secured Indebtedness, as the case may be (i) an Officers’ Certificate from Holdings Stream stating that (A) the Replacement or such indebtedness is permitted by each other applicable Secured Document to be incurred or to the extent a consent is otherwise required to permit the Replacement or such incurrence of indebtedness under any other Secured Document, Holdings Stream and each other Grantor have obtained the requisite consent and (B) the requirements of Section 2.12 have been (or will be substantially simultaneously with the delivery of such certificate) satisfied, and (ii) a Lien Sharing and Priority Confirmation Joinder from the holders or lenders of such new any indebtedness that Replaces the ABL Debt Obligations or the Priority Lien Obligations (or an authorized agent, trustee or other representative on their behalf). Each of the then-exiting Notes Agents, Revolving Facility ABL Agent and Term Facility Agents, as applicable, the Noteholder Collateral Trustee shall upon receipt of the Officers’ Certificate described in clause (i) above, be authorized to execute and deliver such other documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request to give effect to such Replacement or incurrenceReplacement, it being understood that the Notes Agents, the Revolving Facility ABL Agent and the Term Facility AgentsNoteholder Collateral Trustee, without the consent of any other Secured Party hereunderParty, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the expense of Holdings; provided that in the event that such amendments, supplements, modifications or restatements materially adversely affect the rights of the Grantors under the Secured Documents or imposes material additional obligations or liability on any Grantor or any Subsidiary of Holdings, then the written consent of Holdings will be required prior theretoStream. Upon the consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated in the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this Agreement. (b) To the extent such indebtedness is permitted under the ABL Credit Agreement, Stream and the other applicable Grantors will be permitted to designate as an additional holder of Secured Debt Obligations hereunder each Person who is, or who becomes, the registered holder of Priority Lien Debt or the registered holder of Subordinated Lien Debt incurred by Stream or such other Grantor after the date of this Agreement in accordance with the terms of all applicable Secured Documents. Stream or other applicable Grantor may effect such designation by delivering to the Noteholder Collateral Trustee and the ABL Agent, each of the following: (i) an Officers’ Certificate stating that Stream or such other Grantor intends to incur additional Priority Lien Debt and/or Subordinated Lien Debt (“Additional Secured Debt”) which is permitted by each applicable Secured Document and which will be (A) Priority Lien Debt secured by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt or (B) Subordinated Lien Debt permitted by each applicable Secured Document to be incurred and secured by a Subordinated Lien equally and ratably with all previously existing and future Subordinated Lien Debt; (ii) an authorized agent, trustee or other representative on behalf of the holders or lenders of any Additional Secured Debt must be designated as an additional holder of Secured Debt Obligations hereunder and must, prior to such designation, sign and deliver on behalf of the holders or lenders of such Additional Secured Debt a Lien Sharing and Priority Confirmation Joinder, and, to the extent necessary or appropriate to facilitate such transaction, a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof; and (iii) evidence that Stream or such other Grantor has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate governmental office all relevant filings and recordations deemed necessary by Stream or other Grantor and the holder of such Additional Secured Debt, or its Secured Debt Representative, to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the Priority Lien Security Documents and the Subordinated Lien Security Documents. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Stream or any Loan Party other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Document.

Refinancings and Additional Secured Debt. The Revolving Facility (a) Upon receipt of a notice stating that Holdings or any other Grantor has entered into a new Senior Document in respect of a Permitted Replacement of Senior Secured Obligations and (which notice shall include the Shared Obligations may be Replaced, by any Revolving Substitute Facility, Notes Substitute Indenture identity of the new ABL Agent or Term Substitute FacilityNoteholder Collateral Trustee, as applicable, such agent, the case may be“New Agent”), and Future Secured Indebtedness may be incurred delivery by a Loan Party, in each case, without notice to, or the consent New Agent of any Secured Party hereunder, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the Designated Shared First Lien Representative and the Revolving Facility Agent shall receive on or prior to incurrence of the Replacement of a Notes Substitute Indenture, Revolving Substitute Facility or Term Substitute Facility or Future Secured Indebtedness, as the case may be (i) an Officers’ Certificate from Holdings stating that (A) the Replacement or such indebtedness is permitted by each other applicable Secured Document to be incurred or to the extent a consent is otherwise required to permit the Replacement or such incurrence of indebtedness under any other Secured Document, Holdings and each other Grantor have obtained the requisite consent and (B) the requirements of Section 2.12 have been (or will be substantially simultaneously with the delivery of such certificate) satisfied, and (ii) a Lien Sharing and Priority Confirmation Joinder from Joinder, the holders ABL Agent or lenders of such new indebtedness (or an authorized agent, trustee or other representative on their behalf). Each of the then-exiting Notes Agents, Revolving Facility Agent and Term Facility AgentsNoteholder Collateral Trustee, as applicable, shall upon receipt of the Officers’ Certificate described in clause promptly (i) above, be authorized to execute and deliver enter into such other documents and agreements (including amendments or supplements to this Agreement) as Holdings or such holdersNew Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, lendersin each case consistent in all material respects with the terms hereof and (ii) deliver to the New Agent any Senior Secured Obligations Collateral held by the ABL Agent or Noteholder Collateral Trustee, as applicable, together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Senior Secured Obligations Collateral). The New Agent shall agree to be bound by the terms of this Agreement. (b) Holdings and the other applicable Grantors will be permitted to designate as an additional holder of Priority Lien Obligations (including the Obligations incurred under each Series of Priority Lien Debt) hereunder each Person who is, or who becomes, the registered holder of Priority Lien Debt incurred by Holdings or such other Grantor after the date of this Agreement in accordance with the terms of all applicable Secured Documents. Holdings or other applicable Grantor may effect such designation by delivering to the Noteholder Collateral Trustee and the ABL Agent, each of the following: (i) an Officers’ Certificate stating that Holdings or such other Grantor intends to incur additional Priority Lien Debt (“Additional Secured Debt”) which will be Priority Lien Debt permitted by each applicable Secured Document to be incurred and secured by a Priority Lien equally and ratably with all previously existing and future Priority Lien Debt; (ii) an authorized agent, trustee or other representative may reasonably request to give effect on behalf of the holders or lenders of any Additional Secured Debt must be designated as an additional holder of Priority Lien Obligations (including the Obligations incurred under each Series of Priority Lien Debt) hereunder and must, prior to such Replacement designation, sign and deliver on behalf of the holders or incurrencelenders of such Additional Secured Debt a Lien Sharing and Priority Confirmation Joinder, it being understood that the Notes Agentsand, the Revolving Facility Agent and the Term Facility Agents, without the consent of any other Secured Party hereunder, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments transaction, a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof; and (iii) evidence that Holdings or supplements such other Grantor has duly authorized, executed (if applicable) and recorded (or caused to effect such Replacement be recorded) in each appropriate governmental office all relevant filings and recordations deemed necessary by Holdings or incurrence all at other Grantor and the expense of Holdings; provided that in the event that such amendments, supplements, modifications or restatements materially adversely affect the rights of the Grantors under the Secured Documents or imposes material additional obligations or liability on any Grantor or any Subsidiary of Holdings, then the written consent of Holdings will be required prior thereto. Upon the consummation holder of such Replacement Additional Secured Debt, or incurrence and its Secured Debt Representative, to ensure that the execution and delivery of Additional Secured Debt is secured by the documents and agreements contemplated Collateral in accordance with the preceding sentence, the holders or lenders of such indebtedness and any authorized agent, trustee or other representative thereof shall be entitled to the benefits of this AgreementPriority Lien Security Documents. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow Holdings or any Loan Party other Grantor to incur additional indebtedness unless otherwise permitted by the terms of each applicable Secured Document.