Common use of Additional Debt Facilities Clause in Contracts

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the First Lien Documents and the Second Lien Documents (including this Agreement), the Grantors may (x) incur or issue and sell one or more series or classes of Indebtedness that the Borrower designates as Additional First Lien Debt and/or one or more series or classes of Indebtedness that the Borrower designates as Additional Second Lien Debt (each, “Additional Debt”), (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of Indebtedness. Any such series or class of Additional First Lien Debt may be secured by a first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that the Additional First Lien Representative of any such Additional First Lien Debt becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional First Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative, acting on behalf of the holders of such Initial First Lien Obligations, becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative, or Replacement First Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Series of Additional Second Lien Debt, if and subject to the condition that the Additional Second Lien Representative of any such Additional Second Lien Debt becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement in its capacity as a Second Lien Representative for such Series. Any Indebtedness and other Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial Second Lien Documents, if and subject to the condition that the Replacement Second Lien Representative, acting on behalf of the holders of such Initial Second Lien Obligations, becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional Second Lien Representative, or Replacement Second Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a second-priority, subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for an Additional Representative or, in the case of a Replacement First Lien Credit Agreement, the Replacement First Lien Representative in respect thereof, or, in the case of a Replacement Second Lien Credit Agreement, the Replacement Second Lien Representative in respect thereof, to become a party to this Agreement: (1) such Additional Representative, such Replacement First Lien Representative or such Replacement Second Lien Representative shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Exhibit I hereto (if such Representative is an Additional Second Lien Representative or in the case of a Replacement Second Lien Credit Agreement) or Exhibit II hereto (if such Representative is an Additional First Lien Representative or in the case of a Replacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated First Lien Representative and such Representative) pursuant to which (x) such Additional Representative becomes a Representative hereunder and the related First Lien Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby, (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the Initial First Lien Credit Agreement hereunder and such Initial First Lien Obligations and holders of such Initial First Lien Obligations become subject hereto and bound hereby or (z) such Replacement Second Lien Representative becomes the Initial Second Lien Representative hereunder, such Replacement Second Lien Credit Agreement becomes the Initial Second Lien Credit Agreement hereunder and such Initial Second Lien Obligations and holders of such Initial Second Lien Obligations become subject hereto and bound hereby; (2) the Borrower shall have delivered a Designation to each other then-existing Representative substantially in the form of Exhibit III hereto, pursuant to which a Responsible Officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations, Additional Second Lien Obligations, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative, the Replacement First Lien Representative or the Replacement Second Lien Representative, as applicable, (C) certify that such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the applicable conditions set forth in this Section 8.7 are satisfied with respect to such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable, and is designated as a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable. Each of the Representatives shall be entitled to rely conclusively on the determination by the Borrower that such issuance and/or incurrence does not violate the provisions of the First Lien Documents and the Second Lien Documents, if such determination is set forth in such officer’s certificate delivered to each Representative; provided, however, that such certification will not affect whether or not the Grantors have complied with their undertakings in the First Lien Documents, the Second Lien Documents or any then existing Additional First Lien Document or Additional Second Lien Document, as applicable; and (3) the Borrower shall have delivered to each other Representative true and complete copies of each of the First Lien Documents or Second Lien Documents, as applicable, relating to such Additional First Lien Debt, Additional Second Lien Debt, the Replacement First Lien Credit Agreement or the Replacement Second Lien Credit Agreement, as applicable, certified as being true and correct by a Responsible Officer of the Borrower. (c) The Additional Second Lien Documents or Additional First Lien Documents, as applicable, relating to such Additional Obligations shall provide that each of the applicable Secured Parties with respect to such Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative or an Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, in each case, in accordance with this Section 8.7, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative or such Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, as the case may be; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) Each existing Representative shall promptly enter into such documents and agreements (including amendments, restatements, amendments and restatements, supplements or other modifications to this Agreement) as any existing Representative (but no other Secured Parties) may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (e) may be entered into by the existing Representatives without the consent of any other Secured Party to effect the provisions of this Section 8.7 and may contain additional intercreditor terms applicable solely to the holders of such Additional Debt vis-à-vis the holders of the relevant obligations hereunder or the holders of such Additional Debt vis-à-vis the Designated First Lien Representative and the First Lien Secured Parties or the Designated Second Lien Representative and the Second Lien Secured Parties, as applicable. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable First Lien Document and Second Lien Document.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted to be so incurred and, secured, by the provisions of this Agreement (including Section 5.2 hereof) and the First Lien Debt Documents and the Second Lien Debt Documents (including this Agreement)that will remain outstanding following the establishment of the applicable Additional Debt Facility or Additional Debt Facilities, the Grantors Borrower or any other Credit Party may (x) incur or issue and sell establish one or more series or classes of Indebtedness that the Borrower designates as Additional First Lien Debt and/or one or more series or classes of Indebtedness that the Borrower designates as Facilities. Any such Additional Second Lien Debt (each, “Additional Debt”), (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of Indebtedness. Any such series or class of Additional First Lien Debt Facility may be secured by a first-priority, senior Second Priority Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that the Additional First Lien Representative of any such Additional First Lien Debt becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional First Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative, acting on behalf of the holders of such Initial First Lien Obligations, becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative, or Replacement First Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Series of Additional Second Lien DebtDebt Facility, if and subject to the condition that the relevant Additional Second Lien Representative Agent, acting on behalf of any such the Additional Second Lien Debt Secured Parties, becomes a party to this Agreement by satisfying conditions set forth in clauses (i) through (iii), as applicable, of Section 7.6(b) hereof. Any such Additional First Lien Debt Facility may be secured by a First Priority Lien on Collateral, under and pursuant to the Second relevant First Lien Pari Passu Intercreditor Collateral Documents for such Additional First Lien Debt Facility, if and subject to the condition that the relevant Additional First Lien Agent, acting on behalf of the Additional First Lien Secured Parties, becomes a party to this Agreement by satisfying the conditions set forth in clauses (1i) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement in its capacity as a Second Lien Representative for such Series. Any Indebtedness and other Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial Second Lien Documents, if and subject to the condition that the Replacement Second Lien Representative, acting on behalf of the holders of such Initial Second Lien Obligations, becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional Second Lien Representative, or Replacement Second Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreementiii), as applicable, shall also be entitled to be so secured by a second-priority, subordinated Lien on the Collateral in accordance with the terms hereof and thereofof Section 7.6(b) hereof. (b) In order for an Additional Representative or, in the case of a Replacement First Lien Credit Agreement, the Replacement First Lien Representative in respect thereof, or, in the case of a Replacement Second Lien Credit Agreement, the Replacement Second Lien Representative in respect thereof, Agent to become a party to this Agreement: (1) such Additional Representative, such Replacement First Lien Representative or such Replacement Second Lien Representative shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Exhibit I hereto (if such Representative is an Additional Second Lien Representative or in the case of a Replacement Second Lien Credit Agreement) or Exhibit II hereto (if such Representative is an Additional First Lien Representative or in the case of a Replacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated First Lien Representative and such Representative) pursuant to which (x) such Additional Representative becomes a Representative hereunder and the related First Lien Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby, (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the Initial First Lien Credit Agreement hereunder and such Initial First Lien Obligations and holders of such Initial First Lien Obligations become subject hereto and bound hereby or (z) such Replacement Second Lien Representative becomes the Initial Second Lien Representative hereunder, such Replacement Second Lien Credit Agreement becomes the Initial Second Lien Credit Agreement hereunder and such Initial Second Lien Obligations and holders of such Initial Second Lien Obligations become subject hereto and bound hereby; (2) the Borrower shall have delivered a Designation to each other then-existing Representative substantially in the form of Exhibit III hereto, pursuant to which a Responsible Officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations, Additional Second Lien Obligations, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative, the Replacement First Lien Representative or the Replacement Second Lien Representative, as applicable, (C) certify that such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the applicable conditions set forth in this Section 8.7 are satisfied with respect to such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable, and is designated as a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable. Each of the Representatives shall be entitled to rely conclusively on the determination by the Borrower that such issuance and/or incurrence does not violate the provisions of the First Lien Documents and the Second Lien Documents, if such determination is set forth in such officer’s certificate delivered to each Representative; provided, however, that such certification will not affect whether or not the Grantors have complied with their undertakings in the First Lien Documents, the Second Lien Documents or any then existing Additional First Lien Document or Additional Second Lien Document, as applicable; and (3) the Borrower shall have delivered to each other Representative true and complete copies of each of the First Lien Documents or Second Lien Documents, as applicable, relating to such Additional First Lien Debt, Additional Second Lien Debt, the Replacement First Lien Credit Agreement or the Replacement Second Lien Credit Agreement, as applicable, certified as being true and correct by a Responsible Officer of the Borrower. (c) The Additional Second Lien Documents or Additional First Lien Documents, as applicable, relating to such Additional Obligations shall provide that each of the applicable Secured Parties with respect to such Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative or an Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, in each case, in accordance with this Section 8.7, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative or such Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, as the case may be; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) Each existing Representative shall promptly enter into such documents and agreements (including amendments, restatements, amendments and restatements, supplements or other modifications to this Agreement) as any existing Representative (but no other Secured Parties) may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (e) may be entered into by the existing Representatives without the consent of any other Secured Party to effect the provisions of this Section 8.7 and may contain additional intercreditor terms applicable solely to the holders of such Additional Debt vis-à-vis the holders of the relevant obligations hereunder or the holders of such Additional Debt vis-à-vis the Designated First Lien Representative and the First Lien Secured Parties or the Designated Second Lien Representative and the Second Lien Secured Parties, as applicable. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable First Lien Document and Second Lien Document.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted to be so incurred and, if applicable, secured, by the provisions of the First Lien Documents and the Second Lien Documents (including this Agreement)then outstanding Debt Documents, the Grantors Company or any other Grantor may (x) incur or issue and sell one or more series series, issues or classes of Indebtedness that the Borrower designates as Additional First Lien Debt and/or one or more series or classes (for purposes of Indebtedness that the Borrower designates as Additional Second Lien Debt (eachthis Section 7.08, “Additional DebtObligations”), (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of Indebtedness. Any such series series, issue or class of Additional First Lien Debt may Obligations will be secured by a first-priority▇▇▇▇ and will rank as, senior Lien on the Collateral, in each case under and pursuant to the extent permitted by the then outstanding Debt Documents, (i) pari passu with any existing First Priority Obligations, (ii) junior to any existing First Priority Obligations and pari passu with any existing Third Lien Collateral Documents for such Series of Additional Obligations, or (iii) junior to any existing First Priority Obligations and Third Lien DebtObligations and pari passu with any existing Fourth Lien Obligations, if and subject to the condition that the Additional First Lien relevant additional Representative of any with respect to such Additional First Lien Debt becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional First Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien RepresentativeObligations, acting on behalf of the holders of such Initial First Lien Obligationsone or more additional Secured Parties it represents, becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative, or Replacement First Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Series of Additional Second Lien Debt, if and subject to the condition that the Additional Second Lien Representative of any such Additional Second Lien Debt becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement in its capacity as a Second Lien Representative for such Series. Any Indebtedness and other Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial Second Lien Documents, if and subject to the condition that the Replacement Second Lien Representative, acting on behalf of the holders of such Initial Second Lien Obligations, becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional Second Lien Representative, or Replacement Second Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a second-priority, subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for an Additional Representative or, in the case of a Replacement First Lien Credit Agreement, the Replacement First Lien Representative in respect thereof, or, in the case of a Replacement Second Lien Credit Agreement, the Replacement Second Lien Representative in respect thereof, to become a party to this Agreementfollowing conditions: (1i) Each such Additional Representative, such Replacement First Lien Representative or such Replacement Second Lien Representative shall have executed and delivered to each other then-existing a Representative a Joinder Agreement Supplement substantially in the form of Exhibit I hereto (if such Representative is an Additional Second Lien Representative or in the case of a Replacement Second Lien Credit Agreement) or Exhibit II hereto (if such Representative is an Additional First Lien Representative or in the case of a Replacement First Lien Credit Agreement) ▇▇▇▇▇ ▇▇ (with such changes all blanks and required information completed as may be reasonably approved by the Designated First Lien Representative and such Representativeappropriate) pursuant to which (x) such Additional Representative it becomes a Representative hereunder hereunder, and the Additional Obligations in respect of which such Representative is the Representative and the related First Lien additional Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby, (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the Initial First Lien Credit Agreement hereunder and such Initial First Lien Obligations and holders of such Initial First Lien Obligations become subject hereto and bound hereby or (z) such Replacement Second Lien Representative becomes the Initial Second Lien Representative hereunder, such Replacement Second Lien Credit Agreement becomes the Initial Second Lien Credit Agreement hereunder and such Initial Second Lien Obligations and holders of such Initial Second Lien Obligations become subject hereto and bound hereby; (2ii) the Borrower Company shall have delivered a Designation to each other then-existing Representative substantially in the form of Exhibit III hereto, pursuant to which a Responsible Officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations, Additional Second Lien Obligations, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative, the Replacement First Lien Representative or the Replacement Second Lien Representative, as applicable, (C) certify that such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and Collateral Agent an Officer’s Certificate stating that the applicable conditions set forth in this Section 8.7 7.08 are satisfied with respect to such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable, and is designated as a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable. Each of the Representatives shall be entitled to rely conclusively on the determination by the Borrower that such issuance and/or incurrence does not violate the provisions of the First Lien Documents and the Second Lien Documents, if such determination is set forth in such officer’s certificate delivered to each Representative; provided, however, that such certification will not affect whether or not the Grantors have complied with their undertakings in the First Lien Documents, the Second Lien Documents or any then existing Additional First Lien Document or Additional Second Lien Document, as applicable; and (3) the Borrower shall have delivered to each other Representative true and complete copies of each of the First Lien applicable new Debt Documents or Second Lien Documents, as applicable, relating to such Additional First Lien Debt, Additional Second Lien Debt, the Replacement First Lien Credit Agreement or the Replacement Second Lien Credit Agreement, as applicableObligations, certified as being true and correct by a Responsible Officer of the Borrower.Company; and (ciii) The Additional Second Lien Documents or Additional First Lien the applicable new Debt Documents, as applicable, relating to such Additional Obligations Obligations, shall provide provide, or shall be amended to provide, that each of the applicable Secured Parties Party with respect to such Additional Obligations Obligations, will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Obligations. (db) Upon Subject to the execution requirements of Section 7.03.(b), with respect to any Additional Obligations that are issued or incurred after the date hereof, the Company and delivery each of a Joinder Agreement the other Grantors agrees to take such actions (if any) as may from time to time reasonably be requested by an the Collateral Agent and enter into such technical amendments, modifications and/or supplements to the then existing guarantees and Collateral Documents as may from time to time be necessary to ensure that the Additional First Lien Representative or an Additional Second Lien Representative or Obligations are secured by, and entitled to the Replacement First Lien Representative or benefits and relative priorities of, the Replacement Second Lien Representative, in each case, in accordance with this Section 8.7, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same relevant Collateral Documents relating to such Additional First Lien Representative or such Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, as the case may be; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, and each Secured Party hereby agrees to and authorizes and as the case may be, if to enter into, any such technical amendments, modifications and/or supplements at the sole cost and expense of the Company and each of the other requirements of this Section 8.7 are complied withGrantors. (e) Each existing Representative shall promptly enter into such documents and agreements (including amendments, restatements, amendments and restatements, supplements or other modifications to this Agreement) as any existing Representative (but no other Secured Parties) may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (e) may be entered into by the existing Representatives without the consent of any other Secured Party to effect the provisions of this Section 8.7 and may contain additional intercreditor terms applicable solely to the holders of such Additional Debt vis-à-vis the holders of the relevant obligations hereunder or the holders of such Additional Debt vis-à-vis the Designated First Lien Representative and the First Lien Secured Parties or the Designated Second Lien Representative and the Second Lien Secured Parties, as applicable. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable First Lien Document and Second Lien Document.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the First Lien Documents and the Second Lien Documents (including this Agreement)and Section 5.3, the Grantors Company may (x) incur or issue and sell one or more series or classes of Indebtedness that the Borrower Company designates as Additional First Lien Debt and/or one or more series or classes of Indebtedness that the Borrower Company designates as Additional Second Lien Debt (each, “Additional Debt”), ) or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the (other than any First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Declined Liens), which shall be Additional First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of IndebtednessObligations. Any such series or class of Additional First Lien Debt may be secured by a first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect), the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement and Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional First Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien RepresentativeRepresentative and Replacement First Lien Collateral Agent, acting on behalf of the holders of such Initial First Lien Obligations, each becomes a party to this Agreement and Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien RepresentativeRepresentative and Additional First Lien Collateral Agent, or Replacement First Lien RepresentativeRepresentative and Replacement First Lien Collateral Agent, as the case may be, so satisfying becoming a party hereto and becoming a party to the applicable requirements referred to First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) in accordance with the preceding two sentencesterms thereof, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Series of Additional Second Lien Debt, if and subject to the condition that the Additional Second Lien Representative of any condition, unless such Additional Second Lien Debt becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that Indebtedness is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative and Second Lien Collateral Agent already party to this Agreement and Agreement, the Second Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in its capacity as a effect), the Additional Second Lien Representative for such Series. Any Indebtedness and other Initial Additional Second Lien Obligations under Collateral Agent of any Replacement such Additional Second Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in Debt each case under and pursuant to the Initial Second Lien Documents, if and subject to the condition that the Replacement Second Lien Representative, acting on behalf of the holders of such Initial Second Lien Obligations, becomes a party to this Agreement and Agreement, the Second Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional Second Lien Representative, or Replacement Representative and Additional Second Lien Representative, as Collateral Agent so becoming a party hereto and becoming a party to the case may be, so satisfying Second Lien Pari Passu Intercreditor Agreement and the applicable requirements referred to Term/ABL Intercreditor Agreement (if then in effect) in accordance with the preceding two sentencesterms thereof, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a second-priority, subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for an Additional Representative and an Additional Collateral Agent, or, in the case of a Replacement First Lien Credit Agreement, the Replacement First Lien Representative in respect thereof, or, in the case of a Replacement Second Lien Credit Agreement, and the Replacement Second First Lien Representative Collateral Agent in respect thereof, to become a party to this Agreement: (1) such Additional Representative, Representative and such Additional Collateral Agent or such Replacement First Lien Representative or and such Replacement Second First Lien Representative Collateral Agent shall have executed and delivered to each other then-existing Representative (A) a Joinder Agreement substantially in the form of Exhibit I hereto (if such Representative is an Additional Second Lien Representative or in the case of a Replacement and such Collateral Agent is an Additional Second Lien Credit AgreementCollateral Agent) or Exhibit II hereto (if such Representative is an Additional First Lien Representative and such Collateral Agent is an Additional First Lien Collateral Agent or in the case of a Replacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated First Lien Representative and such RepresentativeRepresentative and such Collateral Agent) pursuant to which (x) such Additional Representative becomes a Representative hereunder, such Additional Collateral Agent becomes a Collateral Agent hereunder and the related First Lien Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby, hereby or (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder and such Replacement First Lien Collateral Agent becomes the Initial First Lien Collateral Agent hereunder, such Replacement First Lien Credit Agreement becomes the Initial First Lien Credit Agreement hereunder and such Initial First Lien Obligations and holders of such Initial First Lien Obligations become subject hereto and bound hereby and (B) a joinder agreement to the Term/ABL Intercreditor Agreement (if then in effect) in the form required thereby or (z) such Replacement Second Lien Representative becomes other form as may be acceptable to the Initial Second Lien Representative hereunder, such Replacement Second Lien Credit Agreement becomes the Initial Second Lien Credit Agreement hereunder and such Initial Second Lien Obligations and holders of such Initial Second Lien Obligations become subject hereto and bound herebyparties thereto; (2) the Borrower Company shall have delivered a Designation to each other then-existing Representative Collateral Agent substantially in the form of Exhibit III hereto, pursuant to which a Responsible Officer of the Borrower Company shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations, Additional Second Lien Obligations, or Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative, Representative and Additional Collateral Agent or the Replacement First Lien Representative or the and Replacement Second First Lien Representative, as applicableCollateral Agent, (C) certify that such Additional Debt, Debt or Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the applicable conditions set forth in this Section 8.7 are satisfied with respect to such Additional Debt, Debt or Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, applicable and (D) in the case of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable, and is designated as a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable. Each of the Representatives shall be entitled to rely conclusively on the determination by the Borrower that such issuance and/or incurrence does not violate the provisions of the First Lien Documents and the Second Lien Documents, if such determination is set forth in such officer’s certificate delivered to each Representative; provided, however, that such certification will not affect whether or not the Grantors have complied with their undertakings in the First Lien Documents, the Second Lien Documents or any then existing Additional First Lien Document or Additional Second Lien Document, as applicable; and (3) the Borrower Company shall have delivered to each other Representative true Collateral Agent true, complete and complete certified copies of each of the First Lien Documents or Second Lien Documents, as applicable, relating to such Additional First Lien Debt, Additional Second Lien Debt, or the Replacement First Lien Credit Agreement or the Replacement Second Lien Credit Agreement, as applicable, certified as being true and correct by a Responsible Officer of the Borrower. (c) The Additional Second Lien Documents or Additional First Lien Documents, as applicable, relating to such Additional Obligations shall provide that each of the applicable Secured Parties with respect to such Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral Agent or an Additional Second Lien Representative and an Additional Second Lien Collateral Agent or the Replacement First Lien Representative or and the Replacement Second First Lien RepresentativeCollateral Agent, in each case, in accordance with this Section 8.7, each other Representative and Collateral Agent shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative and such Additional First Lien Collateral Agent or such Additional Second Lien Representative and such Additional Second Lien Collateral Agent or the Replacement First Lien Representative or and the Replacement Second First Lien RepresentativeCollateral Agent, as the case may be; provided that the failure of any Representative or Collateral Agent to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) Each existing With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Additional First Lien Documents or Additional Second Lien Documents of a Series of Additional First Lien Debt or Series of Additional Second Lien Debt whose Representative shall promptly enter into such documents and agreements (including amendments, restatements, amendments and restatements, supplements or other modifications Collateral Agent is already each a party to this Agreement, the Term/ABL Intercreditor Agreement (if then in effect) as any existing Representative (but no other Secured Parties) may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (e) may be entered into by the existing Representatives without the consent of any other Secured Party to effect the provisions of this Section 8.7 and may contain additional intercreditor terms applicable solely to the holders of such Additional Debt vis-à-vis the holders of the relevant obligations hereunder or the holders of such Additional Debt vis-à-vis the Designated First Lien Representative and the First Lien Secured Parties Pari Passu Intercreditor Agreement or the Designated Second Lien Representative and the Second Lien Secured PartiesPari Passu Intercreditor Agreement, as applicable. Notwithstanding , the foregoingrequirements of Section 8.7(b) shall not be applicable and such Indebtedness shall automatically constitute Additional First Lien Debt or Additional Second Lien Debt so long as (i) such Indebtedness is permitted to be incurred, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted secured and guaranteed by the terms of each applicable First Lien Document and Second Lien DocumentDocument and (ii) the provisions of paragraph (c) above have been complied with; provided, further, however that with respect to any such Indebtedness incurred, issued or sold pursuant to the terms of any Additional First Lien Documents or Additional Second Lien Documents of such existing Series of Additional First Lien Debt or Additional Second Lien Debt as such terms existed on the date the Representative and Collateral Agent for such Series of Additional First Lien Debt or Additional Second Lien Debt executed the Joinder Agreement, the requirements of clause (i) of this paragraph (e) shall be tested only as of (x) the date of execution of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement and (y) with respect to any later commitment or amendment to those terms to permit such Indebtedness, as of the date of such commitment and/or amendment.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the First First-Lien Debt Documents and the Second Junior-Lien Debt Documents (including this Agreement)which are then in effect, the Grantors Company may (x) incur or issue and sell one or more series or classes of Indebtedness that the Borrower designates as Additional First Junior-Lien Debt and/or one after the date hereof. Any such additional class or more series or classes of Indebtedness that the Borrower designates as Additional Second Junior-Lien Debt (each, the “Additional Junior-Lien Debt”), (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of Indebtedness. Any such series or class of Additional First Lien Debt may be secured by a first-priority, senior junior Lien on the Shared Collateral, in each case under and pursuant to the First relevant Junior-Lien Collateral Documents for such Series of Additional First Junior-Lien Debt, if and subject to the condition that the Additional First Junior-Lien Authorized Representative and the Junior-Lien Collateral Agent of any such Additional First Junior-Lien Debt becomes a party to this Agreement (such Junior-Lien Authorized Representative and the First such Junior-Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Collateral Agent, each an “Additional First Junior-Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative”), acting on behalf of the holders of such Initial First Additional Junior-Lien ObligationsDebt (such Additional Junior-Lien Debt Representatives and holders in respect of any Additional Junior-Lien Debt being referred to as the “Additional Junior-Lien Secured Parties”), becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1i) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representativeiii), or Replacement First Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Series of Additional Second Lien Debt, if and subject to the condition that the Additional Second Lien Representative of any such Additional Second Lien Debt becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement in its capacity as a Second Lien Representative for such Series. Any Indebtedness and other Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial Second Lien Documents, if and subject to the condition that the Replacement Second Lien Representative, acting on behalf of the holders of such Initial Second Lien Obligations, becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7immediately succeeding paragraph. Upon any Additional Second Lien Representative, or Replacement Second Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a second-priority, subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for an Additional Junior-Lien Debt Representative or, in the case of a Replacement First Lien Credit Agreement, the Replacement First Lien Representative in respect thereof, or, in the case of a Replacement Second Lien Credit Agreement, the Replacement Second Lien Representative in respect thereof, to become a party to this Agreement: (1) such Additional Representative, such Replacement First Lien Representative or such Replacement Second Lien Representative shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Exhibit I hereto (if such Representative is an Additional Second Lien Representative or in the case of a Replacement Second Lien Credit Agreement) or Exhibit II hereto (if such Representative is an Additional First Lien Representative or in the case of a Replacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated First Lien Representative and such Representative) pursuant to which (x) such Additional Representative becomes a Representative hereunder and the related First Lien Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby, (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the Initial First Lien Credit Agreement hereunder and such Initial First Lien Obligations and holders of such Initial First Lien Obligations become subject hereto and bound hereby or (z) such Replacement Second Lien Representative becomes the Initial Second Lien Representative hereunder, such Replacement Second Lien Credit Agreement becomes the Initial Second Lien Credit Agreement hereunder and such Initial Second Lien Obligations and holders of such Initial Second Lien Obligations become subject hereto and bound hereby; (2) the Borrower shall have delivered a Designation to each other then-existing Representative substantially in the form of Exhibit III hereto, pursuant to which a Responsible Officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations, Additional Second Lien Obligations, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative, the Replacement First Lien Representative or the Replacement Second Lien Representative, as applicable, (C) certify that such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the applicable conditions set forth in this Section 8.7 are satisfied with respect to such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable, and is designated as a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable. Each of the Representatives shall be entitled to rely conclusively on the determination by the Borrower that such issuance and/or incurrence does not violate the provisions of the First Lien Documents and the Second Lien Documents, if such determination is set forth in such officer’s certificate delivered to each Representative; provided, however, that such certification will not affect whether or not the Grantors have complied with their undertakings in the First Lien Documents, the Second Lien Documents or any then existing Additional First Lien Document or Additional Second Lien Document, as applicable; and (3) the Borrower shall have delivered to each other Representative true and complete copies of each of the First Lien Documents or Second Lien Documents, as applicable, relating to such Additional First Lien Debt, Additional Second Lien Debt, the Replacement First Lien Credit Agreement or the Replacement Second Lien Credit Agreement, as applicable, certified as being true and correct by a Responsible Officer of the Borrower. (c) The Additional Second Lien Documents or Additional First Lien Documents, as applicable, relating to such Additional Obligations shall provide that each of the applicable Secured Parties with respect to such Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative or an Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, in each case, in accordance with this Section 8.7, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative or such Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, as the case may be; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) Each existing Representative shall promptly enter into such documents and agreements (including amendments, restatements, amendments and restatements, supplements or other modifications to this Agreement) as any existing Representative (but no other Secured Parties) may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (e) may be entered into by the existing Representatives without the consent of any other Secured Party to effect the provisions of this Section 8.7 and may contain additional intercreditor terms applicable solely to the holders of such Additional Debt vis-à-vis the holders of the relevant obligations hereunder or the holders of such Additional Debt vis-à-vis the Designated First Lien Representative and the First Lien Secured Parties or the Designated Second Lien Representative and the Second Lien Secured Parties, as applicable. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable First Lien Document and Second Lien Document.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the First First-Lien Debt Documents and the Second Junior-Lien Debt Documents (including this Agreement)which are then in effect, the Grantors Company may (x) incur or issue and sell one or more series or classes of Indebtedness that the Borrower designates as Additional First Junior-Lien Debt and/or one after the date hereof. Any such additional class or more series or classes of Indebtedness that the Borrower designates as Additional Second Junior-Lien Debt (each, the “Additional Junior-Lien Debt”), (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of Indebtedness. Any such series or class of Additional First Lien Debt may be secured by a first-priority, senior junior Lien on the Shared Collateral, in each case under and pursuant to the First relevant Junior-Lien Collateral Documents for such Series of Additional First Junior-Lien Debt, if and subject to the condition that the Additional First Junior-Lien Authorized Representative and the Junior-Lien Collateral Agent of any such Additional First Junior-Lien Debt becomes a party to this Agreement (such Junior-Lien Authorized Representative and the First such Junior-Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Collateral Agent, each an “Additional First Junior-Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative”), acting on behalf of the holders of such Initial First Additional Junior-Lien ObligationsDebt (such Additional Junior-Lien Debt Representatives and holders in respect of any Additional Junior-Lien Debt being referred to as the “Additional Junior-Lien Secured Parties”), becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1i) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representativeiii), or Replacement First Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Series of Additional Second Lien Debt, if and subject to the condition that the Additional Second Lien Representative of any such Additional Second Lien Debt becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement in its capacity as a Second Lien Representative for such Series. Any Indebtedness and other Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial Second Lien Documents, if and subject to the condition that the Replacement Second Lien Representative, acting on behalf of the holders of such Initial Second Lien Obligations, becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7immediately succeeding paragraph. Upon any Additional Second Lien Representative, or Replacement Second Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a second-priority, subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for an Additional Junior-Lien Debt Representative or, in the case of a Replacement First Lien Credit Agreement, the Replacement First Lien Representative in respect thereof, or, in the case of a Replacement Second Lien Credit Agreement, the Replacement Second Lien Representative in respect thereof, to become a party to this Agreement: (1) such Additional Representative, such Replacement First Lien Representative or such Replacement Second Lien Representative shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Exhibit I hereto (if such Representative is an Additional Second Lien Representative or in the case of a Replacement Second Lien Credit Agreement) or Exhibit II hereto (if such Representative is an Additional First Lien Representative or in the case of a Replacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated First Lien Representative and such Representative) pursuant to which (x) such Additional Representative becomes a Representative hereunder and the related First Lien Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby, (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the Initial First Lien Credit Agreement hereunder and such Initial First Lien Obligations and holders of such Initial First Lien Obligations become subject hereto and bound hereby or (z) such Replacement Second Lien Representative becomes the Initial Second Lien Representative hereunder, such Replacement Second Lien Credit Agreement becomes the Initial Second Lien Credit Agreement hereunder and such Initial Second Lien Obligations and holders of such Initial Second Lien Obligations become subject hereto and bound hereby; (2) the Borrower shall have delivered a Designation to each other then-existing Representative substantially in the form of Exhibit III hereto, pursuant to which a Responsible Officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations, Additional Second Lien Obligations, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative, the Replacement First Lien Representative or the Replacement Second Lien Representative, as applicable, (C) certify that such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the applicable conditions set forth in this Section 8.7 are satisfied with respect to such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable, and is designated as a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable. Each of the Representatives shall be entitled to rely conclusively on the determination by the Borrower that such issuance and/or incurrence does not violate the provisions of the First Lien Documents and the Second Lien Documents, if such determination is set forth in such officer’s certificate delivered to each Representative; provided, however, that such certification will not affect whether or not the Grantors have complied with their undertakings in the First Lien Documents, the Second Lien Documents or any then existing Additional First Lien Document or Additional Second Lien Document, as applicable; and (3) the Borrower shall have delivered to each other Representative true and complete copies of each of the First Lien Documents or Second Lien Documents, as applicable, relating to such Additional First Lien Debt, Additional Second Lien Debt, the Replacement First Lien Credit Agreement or the Replacement Second Lien Credit Agreement, as applicable, certified as being true and correct by a Responsible Officer of the Borrower. (c) The Additional Second Lien Documents or Additional First Lien Documents, as applicable, relating to such Additional Obligations shall provide that each of the applicable Secured Parties with respect to such Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative or an Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, in each case, in accordance with this Section 8.7, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative or such Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, as the case may be; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) Each existing Representative shall promptly enter into such documents and agreements (including amendments, restatements, amendments and restatements, supplements or other modifications to this Agreement) as any existing Representative (but no other Secured Parties) may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (e) may be entered into by the existing Representatives without the consent of any other Secured Party to effect the provisions of this Section 8.7 and may contain additional intercreditor terms applicable solely to the holders of such Additional Debt vis-à-vis the holders of the relevant obligations hereunder or the holders of such Additional Debt vis-à-vis the Designated First Lien Representative and the First Lien Secured Parties or the Designated Second Lien Representative and the Second Lien Secured Parties, as applicable. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable First Lien Document and Second Lien Document.

Additional Debt Facilities. (a) To the extent, but only to the extent, permitted by the provisions of the First Lien Documents and the Second Lien Documents (including this Agreement)and Section 5.3, the Grantors Company may (x) incur or issue and sell one or more series or classes of Indebtedness that the Borrower Company designates as Additional First Lien Debt and/or one or more series or classes of Indebtedness that the Borrower Company designates as Additional Second Lien Debt (each, “Additional Debt”), ) or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the (other than any First Lien Obligations immediately prior to such incurrence of Indebtedness or (z) incur Indebtedness under any Replacement Second Declined Liens), which shall be Additional First Lien Credit Agreement that is secured on an equal and ratable basis with the Liens securing the Second Lien Obligations immediately prior to such incurrence of IndebtednessObligations. Any such series or class of Additional First Lien Debt may be secured by a first-priority, senior Lien on the Collateral, in each case under and pursuant to the First Lien Collateral Documents for such Series of Additional First Lien Debt, if and subject to the condition that that, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative and First Lien Collateral Agent already party to this Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect), the Additional First Lien Representative and the Additional First Lien Collateral Agent of any such Additional First Lien Debt each becomes a party to this Agreement and Agreement, the First Lien Pari Passu Intercreditor Agreement and the Term/ABL Intercreditor Agreement (if then in effect) by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the First Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional First Lien Debt that is part of an existing Series of Additional First Lien Debt represented by a First Lien Representative already party to this Agreement and the First Lien Pari Passu Intercreditor Agreement in its capacity as a First Lien Representative for such Series. Any Indebtedness and other Initial First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial First Lien Documents, if and subject to the condition that the Replacement First Lien Representative, acting on behalf of the holders of such Initial First Lien Obligations, becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative, or Replacement First Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional First Lien Obligations of such Series or all Initial First Lien Obligations under any Replacement First Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof. Any such series or class of Additional Second Lien Debt may be secured by a second-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents for such Series of Additional Second Lien Debt, if and subject to the condition that the Additional Second Lien Representative of any such Additional Second Lien Debt becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7; provided that the conditions set forth in clause (1) of paragraph (b) of this Section 8.7 (and the foregoing requirement to become party to the Second Lien Pari Passu Intercreditor Agreement) shall not be applicable in the case of a series or class of Additional Second Lien Debt that is part of an existing Series of Additional Second Lien Debt represented by a Second Lien Representative already party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement in its capacity as a Second Lien Representative for such Series. Any Indebtedness and other Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement may be secured by Liens on an equal and ratable basis, in each case under and pursuant to the Initial Second Lien Documents, if and subject to the condition that the Replacement Second Lien Representative, acting on behalf of the holders of such Initial Second Lien Obligations, becomes a party to this Agreement and the Second Lien Pari Passu Intercreditor Agreement by satisfying the conditions set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional Second Lien Representative, or Replacement Second Lien Representative, as the case may be, so satisfying the applicable requirements referred to in the preceding two sentences, all Additional Second Lien Obligations of such Series or all Initial Second Lien Obligations under any Replacement Second Lien Credit Agreement, as applicable, shall also be entitled to be so secured by a second-priority, subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for an Additional Representative or, in the case of a Replacement First Lien Credit Agreement, the Replacement First Lien Representative in respect thereof, or, in the case of a Replacement Second Lien Credit Agreement, the Replacement Second Lien Representative in respect thereof, to become a party to this Agreement: (1) such Additional Representative, such Replacement First Lien Representative or such Replacement Second Lien Representative shall have executed and delivered to each other then-existing Representative a Joinder Agreement substantially in the form of Exhibit I hereto (if such Representative is an Additional Second Lien Representative or in the case of a Replacement Second Lien Credit Agreement) or Exhibit II hereto (if such Representative is an Additional First Lien Representative or in the case of a Replacement First Lien Credit Agreement) (with such changes as may be reasonably approved by the Designated First Lien Representative and such Representative) pursuant to which (x) such Additional Representative becomes a Representative hereunder and the related First Lien Secured Parties or Second Lien Secured Parties, as applicable, become subject hereto and bound hereby, (y) such Replacement First Lien Representative becomes the Initial First Lien Representative hereunder, such Replacement First Lien Credit Agreement becomes the Initial First Lien Credit Agreement hereunder and such Initial First Lien Obligations and holders of such Initial First Lien Obligations become subject hereto and bound hereby or (z) such Replacement Second Lien Representative becomes the Initial Second Lien Representative hereunder, such Replacement Second Lien Credit Agreement becomes the Initial Second Lien Credit Agreement hereunder and such Initial Second Lien Obligations and holders of such Initial Second Lien Obligations become subject hereto and bound hereby; (2) the Borrower shall have delivered a Designation to each other then-existing Representative substantially in the form of Exhibit III hereto, pursuant to which a Responsible Officer of the Borrower shall (A) identify the Indebtedness to be designated as Additional First Lien Obligations, Additional Second Lien Obligations, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative, the Replacement First Lien Representative or the Replacement Second Lien Representative, as applicable, (C) certify that such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, is permitted to be incurred, secured and guaranteed by each First Lien Document and Second Lien Document and that the applicable conditions set forth in this Section 8.7 are satisfied with respect to such Additional Debt, Initial First Lien Obligations or Initial Second Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable, and is designated as a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as applicable. Each of the Representatives shall be entitled to rely conclusively on the determination by the Borrower that such issuance and/or incurrence does not violate the provisions of the First Lien Documents and the Second Lien Documents, if such determination is set forth in such officer’s certificate delivered to each Representative; provided, however, that such certification will not affect whether or not the Grantors have complied with their undertakings in the First Lien Documents, the Second Lien Documents or any then existing Additional First Lien Document or Additional Second Lien Document, as applicable; and (3) the Borrower shall have delivered to each other Representative true and complete copies of each of the First Lien Documents or Second Lien Documents, as applicable, relating to such Additional First Lien Debt, Additional Second Lien Debt, the Replacement First Lien Credit Agreement or the Replacement Second Lien Credit Agreement, as applicable, certified as being true and correct by a Responsible Officer of the Borrower. (c) The Additional Second Lien Documents or Additional First Lien Documents, as applicable, relating to such Additional Obligations shall provide that each of the applicable Secured Parties with respect to such Additional Obligations will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Obligations. (d) Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative or an Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, in each case, in accordance with this Section 8.7, each other Representative shall acknowledge receipt thereof by countersigning a copy thereof and returning the same to such Additional First Lien Representative or such Additional Second Lien Representative or the Replacement First Lien Representative or the Replacement Second Lien Representative, as the case may be; provided that the failure of any Representative to so acknowledge or return the same shall not affect the status of such Additional Obligations as Additional First Lien Obligations or Additional Second Lien Obligations, or a Replacement First Lien Credit Agreement or a Replacement Second Lien Credit Agreement, as the case may be, if the other requirements of this Section 8.7 are complied with. (e) Each existing Representative shall promptly enter into such documents and agreements (including amendments, restatements, amendments and restatements, supplements or other modifications to this Agreement) as any existing Representative (but no other Secured Parties) may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby, in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement, supplement or other modification to this Agreement requested pursuant to this clause (e) may be entered into by the existing Representatives without the consent of any other Secured Party to effect the provisions of this Section 8.7 and may contain additional intercreditor terms applicable solely to the holders of such Additional Debt vis-à-vis the holders of the relevant obligations hereunder or the holders of such Additional Debt vis-à-vis the Designated First Lien Representative and the First Lien Secured Parties or the Designated Second Lien Representative and the Second Lien Secured Parties, as applicable. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow any Grantor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable First Lien Document and Second Lien Document.this