Common use of Additional First Lien Obligations Clause in Contracts

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement and any Additional First Lien Agreement then outstanding, the Borrower may from time to time designate Indebtedness at the time of incurrence to be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effect. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized Representative, on behalf of the First Lien Secured Parties under the applicable Additional First Lien Agreement, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any Intercreditor Agreement.

Additional First Lien Obligations. On Notwithstanding any provision to the contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as agent on behalf of the holders of any Additional First Lien Obligations (or after their representatives) or under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such role, it being understood that, in such circumstance, no provisions of this Agreement will benefit or apply to the date hereof holders of Additional First Lien Obligations (or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned an Additional First Lien Secured Party Consent and so long in such case solely with respect to the New Secured Obligation under and as expressly permitted defined in such Additional First Lien Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) shall not limit the Borrower’s ability to incur such obligations and secure them by Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the First Lien Credit Agreement and any Additional First Lien Agreement then outstanding, the Borrower may from time to time designate Indebtedness at the time of incurrence to be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then and in effect, as Additional First Lien Obligations hereunder by delivering to such case the Collateral Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed by authorized to execute an Authorized Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Equal Priority Intercreditor Agreement or (ii) a fully executed joinder agreement to an any other Customary Intercreditor Agreement if such agreement is then in effect. Each Authorized Representative agrees that upon (or any joinders thereto) and any related documentation to evidence and/or acknowledge the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold Liens securing any such Additional First Lien Obligations, Obligations and each Authorized Representative, on behalf of the First Lien Secured Parties under the applicable Additional First Lien Agreement, agrees to and accepts the appointment of relationship between the Collateral Agent as and the collateral agent for the holders appointed in respect of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any Intercreditor Agreement.Obligations. [Signature Pages Follow]

Additional First Lien Obligations. On or after To the date hereof and so long as expressly extent, but only to the extent permitted by the provisions of the Credit Agreement and any Additional not prohibited by the Other First Lien Agreement then outstandingDocuments, the Borrower Company may from time to time designate Indebtedness at incur Other First Lien Obligations. Any additional Authorized Representative may become a party hereto, without the time consent of incurrence any First Lien Secured Party, by execution and delivery of a Joinder Agreement substantially in the form of Annex B in accordance with the terms of this Section and upon such execution and delivery, such Authorized Representative and the Other First Lien Secured Parties and Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the other First Lien Security Documents applicable thereto, and the Collateral Agent will continue to act in its capacity as Collateral Agent in respect of the then existing Authorized Representatives and such additional Authorized Representative. Any such additional class or series of Other First Lien Obligations (the “Additional Other First Lien Obligations”) will be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, (as Additional Other First Lien Obligations hereunder by delivering hereunder), subject to the Collateral Agent and if any Additional First Lien Agreement is then in effect, each condition that the Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that any such obligations are designated as Additional Other First Lien Obligations for purposes hereof(each, (iii) representing that such designation of such obligations as a “Additional Other First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligationsRepresentative”), (b)(i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, acting on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effect. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized Representative, on behalf of the First Lien Secured Parties under the applicable Additional First Lien Agreement, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional Other First Lien Obligations (such Authorized Representative and holders in respect of any Additional Other First Lien Obligations being referred to as the “Additional Other First Lien Obligations Parties”), becomes a party to this Agreement by satisfying the conditions set forth in each clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Additional Other First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, Obligations Representative to be bound by become a party to this Security Agreement and any Intercreditor Agreement.,

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Senior Credit Agreement Facility and any Additional First Lien Agreement then outstanding, the Borrower Company may from time to time designate Indebtedness at the time of incurrence to be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent, the Credit Agreement Collateral Agent and if any Additional First Lien Agreement is then in effect, each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Senior Credit Agreement Facility and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(ib) a fully executed Additional First Lien Secured Party Consent (as defined in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements ) and (c)(i) a fully executed Intercreditor Agreement or (iic) a fully executed joinder agreement to an the Intercreditor Agreement if such agreement is then in effectAgreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including including, without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized RepresentativeRepresentative agrees to the appointment, on behalf and acceptance of the First Lien Secured Parties under the applicable Additional First Lien Agreementappointment, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Pledge Agreement and any the Intercreditor Agreement.

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement and any Additional First Lien Agreement then outstanding, the The Borrower may from time to time time, subject to any limitations contained in any Secured Credit Documents in effect at such time, designate Indebtedness at the time of incurrence additional indebtedness and related obligations that are, or are to be be, secured by Liens on any assets of the Pulitzer Entities that would, if such Liens were granted, constitute Shared Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the each Collateral Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) party hereto at such time a certificate signed by of an Authorized Officer of the Borrower (i) identifying Borrower: describing the indebtedness and other obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are being designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effect. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized Representative, on behalf including a statement of the First Lien Secured Parties under maximum aggregate outstanding principal amount of such indebtedness as of the applicable date of such certificate; setting forth the Additional First Lien AgreementObligations Documents under which such Additional First Lien Obligations are issued or incurred or the guarantees of or Liens securing such Additional First Lien Obligations are, agrees or are to be, granted or created, and accepts attaching copies of such Additional First Lien Obligations Documents as each Pulitzer Entity has executed and delivered to the appointment of Person that serves as the Collateral Agent as agent agent, trustee or similar representative and the collateral agent, collateral trustee or a similar representative for the holders of such Additional First Lien Obligations (such Person being referred to as set forth in each the “Additional Agent”) with respect to such Additional First Lien Secured Party Consent and agrees, Obligations on behalf the closing date of itself and each such Additional First Lien Secured Party it representsObligations, to be bound certified as being true and complete by this Security Agreement and an Authorized Officer of the Borrower; identifying any Intercreditor Agreement.such Person that serves as the Additional Agent;

Additional First Lien Obligations. On or after To the date hereof and so long as expressly extent, but only to the extent permitted by the provisions of the Credit Agreement Agreement, the Indenture and any the Additional First Lien Agreement then outstandingDocuments, the Borrower may from time to time designate Indebtedness at incur Additional First Lien Obligations. Any such additional class or series of Additional First Lien Obligations (the time of incurrence to “Senior Class Debt”) may be secured by Collateral a Lien and may be guaranteed by the Grantors on a pari passu basis with basis, in each case under and pursuant to the Obligations or with any other Additional First Lien Obligations Documents, if then and subject to the condition that the Collateral Agent of any such Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such Senior Class Debt (such Collateral Agent and holders in effectrespect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for a Senior Class Debt Representative to become a party to this Agreement, (i) such Senior Class Debt Representative, the Applicable Authorized Representative and each Grantor shall have executed and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by the Applicable Authorized Representative and such Senior Class Debt Representative) pursuant to which such Senior Class Debt Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto and bound hereby; (ii) the Borrower shall have delivered to the Applicable Authorized Representative true and complete copies of each of the Additional First Lien Documents relating to such Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrower; (iii) the Borrower shall have delivered to the Applicable Authorized Representative an officer’s certificate stating that such Additional First Lien Obligations hereunder are permitted by delivering each applicable Secured Credit Document to be incurred, or to the Collateral Agent and if any Additional First Lien Agreement extent a consent is then in effect, each Authorized Representative (a) a certificate signed by an Authorized Officer of otherwise required to permit the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effect. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized Representative, on behalf of the First Lien Secured Parties under the applicable Additional First Lien Agreement, agrees to and accepts the appointment of the Collateral Agent as agent for the holders incurrence of such Additional First Lien Obligations as set forth in under any Secured Credit Document, each Grantor has obtained the requisite consent; and (iv) the Additional First Lien Secured Documents, as applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Applicable Authorized Representative, that each Senior Class Debt Party Consent with respect to such Senior Class Debt will be subject to and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by the provisions of this Security Agreement in its capacity as a holder of such Senior Class Debt. The execution and delivery of any Intercreditor AgreementJoinder shall not require the consent of any other party hereunder, and will be acknowledged by the Applicable Authorized Representative. SECTION 5.15.

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement and any Additional First Lien Agreement then outstanding, the Borrower Company may from time to time designate Indebtedness at the time of incurrence to be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, obligations and (b)(ib) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effectC). Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentencesentence and those set forth in Section 5.6 of the Intercreditor Agreement, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized RepresentativeRepresentative agrees to the appointment, on behalf and acceptance of the First Lien Secured Parties under the applicable Additional First Lien Agreementappointment, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any the Intercreditor Agreement.

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Senior Credit Agreement Facility and any Additional First Lien Agreement then outstanding, the Borrower Issuer may from time to time designate Indebtedness at the time of incurrence to be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent, the Credit Agreement Collateral Agent and if any Additional First Lien Agreement is then in effect, each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Senior Credit Agreement Facility and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(ib) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex FC) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (iic) a fully executed joinder agreement to an the Intercreditor Agreement if such agreement is then in effectAgreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including including, without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized RepresentativeRepresentative agrees to the appointment, on behalf and acceptance of the First Lien Secured Parties under the applicable Additional First Lien Agreementappointment, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any the Intercreditor Agreement.

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Senior Credit Agreement Facility, the Indenture and any Additional First Lien Agreement then outstanding, the Borrower Issuer may from time to time designate Indebtedness at the time of incurrence to be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent, the Credit Agreement Collateral Agent and if any Additional First Lien Agreement is then in effect, each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Senior Credit Agreement Facility, the Indenture and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(ib) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex FC) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (iic) a fully executed joinder agreement to an the Intercreditor Agreement if such agreement is then in effectAgreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including including, without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized RepresentativeRepresentative agrees to the appointment, on behalf and acceptance of the First Lien Secured Parties under the applicable Additional First Lien Agreementappointment, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any the Intercreditor Agreement.

Additional First Lien Obligations. On To the extent, but only to the extent, permitted by the provisions of the then extant First Lien Debt Documents, the Borrower or any Grantor may incur additional indebtedness after the date hereof and so long as expressly that is permitted by the Credit Agreement and any Additional then extant First Lien Agreement then outstanding, the Borrower may from time Debt Documents to time designate Indebtedness at the time of incurrence be incurred and to be secured by Collateral on a an equal and ratable or pari passu basis with as the Obligations Liens on all or with any other part of the Collateral securing the First Lien Obligations if then in effect, (such indebtedness referred to as “Additional First Senior Class Debt”). Any such Additional Senior Class Debt may be secured by a Lien Obligations hereunder by delivering to on an equal and ratable or pari passu basis as the Collateral Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of Liens securing the First Lien Secured Parties Obligations, in each case under and pursuant to the Additional First Lien AgreementDebt Documents relating thereto, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effect. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms condition that the Collateral Agent of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien ObligationsSenior Class Debt (each an “Additional Senior Class Debt Collateral Agent”), and each Authorized Representative, acting on behalf of the First Lien Secured Parties under the applicable Additional First Lien Agreement, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations Senior Class Debt (such Additional Senior Class Debt Collateral Agent and holders in respect of any Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in each clauses (i) through (iii) of the immediately succeeding paragraph. In order for an Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, Senior Class Debt Collateral Agent to be bound by become a party to this Security Agreement and any Intercreditor Agreement.,

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the DIP Credit Agreement and any Additional First Lien Agreement then outstandingthe Final Order, the Borrower or any other Credit Party may from time to time designate Indebtedness and other Obligations (including Secured Hedging Agreements and Secured Cash Management Agreements) at the time of incurrence to be secured by Collateral on a pari passu basis with the Secured Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional First Lien Agreement is then in effect, (with copies to each Authorized Representative Representative) (a) a certificate signed by an Authorized Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with is not prohibited by the terms of the DIP Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, obligations and (b)(ib) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effectC). Each Authorized Representative and each other Secured Party hereby agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized RepresentativeRepresentative agrees to the appointment, on behalf and acceptance of the First Lien Secured Parties under the applicable Additional First Lien Agreementappointment, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any Intercreditor Agreement.

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the First Lien Credit Agreement and any each Additional First Lien Agreement then outstanding, the Borrower may from time to time designate Indebtedness at the time of incurrence Incurrence to be secured by Liens on the Collateral on a pari passu basis with that rank equal in priority to the Liens on the Collateral securing the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the First Lien Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(ib) if applicable, (i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex FExhibit 3) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the First Lien Guarantee and the First Lien Pledge Agreements Agreement and (c)(i) a fully executed Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement or (ii) a fully executed joinder agreement to an Equal Priority Intercreditor Agreement if such agreement is then in effect. Each ; provided, however, that notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative agrees that upon the satisfaction of all conditions set decide not to execute an Additional Secured Party Consent or any other instrument setting forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the applicable Additional First Lien Agreement, agrees to be bound by the terms of this Agreement, the First Lien Guarantee and accepts the appointment First Lien Pledge Agreement, the Borrower and such Authorized Representative may execute separate security agreements, pledge agreements and/or guarantees, subject to compliance with the provisions of the First Lien Credit Agreement. Notwithstanding any provision to the contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) or under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such role, it being understood that, in such circumstance, no provisions of this Agreement will benefit or apply to the holders of Additional First Lien Obligations (or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned an Additional Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) and the decision of the Collateral Agent, the Borrower and/or any Authorized Representative not to execute an Additional Secured Party Consent shall not limit the Borrower’s ability to incur such obligations and secure them by Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the First Lien Credit Agreement and any Additional First Lien Agreement, and in such case the Collateral Agent as is authorized to execute an Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional First Lien Obligations and the relationship between the Collateral Agent and the collateral agent for the holders appointed in respect of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any Intercreditor AgreementObligations.

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement and any each Additional First Lien Agreement then outstanding, the Borrower may from time to time designate Indebtedness at the time of incurrence Incurrence to be secured by Liens on the Collateral on a pari passu basis with that rank equal in priority to the Liens on the Collateral securing the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(ib) if applicable, (i) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex FExhibit 3) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements Agreement and (c)(i) a fully executed Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement or (ii) a fully executed joinder agreement to an the Equal Priority Intercreditor Agreement if such agreement is then in effect. Each ; provided, however, notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative agrees that upon the satisfaction of all conditions set decide not to execute an Additional Secured Party Consent or any other instrument setting forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the applicable Additional First Lien Agreement, agrees to be bound by the terms of this Agreement, the Guarantee and accepts the appointment Pledge Agreement, the Borrower and such Authorized Representative may execute separate security agreements, pledge agreements and/or guarantees, subject to compliance with the provisions of Credit Agreement. Notwithstanding any provision to the contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) or under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such role, it being understood that, in such circumstance, no provisions of this Agreement will benefit or apply to the holders of Additional First Lien Obligations (or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned an Additional Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) and the decision of the Collateral Agent, the Borrower and/or any Authorized Representative not to execute an Additional Secured Party Consent shall not limit the Borrower’s ability to incur such obligations and secure them by Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the Credit Agreement and any Additional First Lien Agreement. and in such case the Collateral Agent as is authorized to execute the Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or acknowledge the Liens securing any such Additional First Lien Obligations and the relationship between the Collateral Agent and the collateral agent for the holders appointed in respect of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any Intercreditor AgreementObligations.

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Credit Agreement and any Additional First Lien Agreement then outstanding, the Borrower Company may from time to time designate Indebtedness at the time of incurrence to be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(ib) a fully executed Additional First Lien Secured Party Consent (in the form attached as Annex FC) or and (iic) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of if the First Lien Secured Parties under the Additional First Lien AgreementIntercreditor Effective Date has not yet occurred, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements and (c)(i) a fully executed First Lien Intercreditor Agreement or (ii) a fully executed joinder agreement to an Intercreditor Agreement if such agreement is then in effectAgreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the U.S. Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized RepresentativeRepresentative agrees to the appointment, on behalf and acceptance of the First Lien Secured Parties under the applicable Additional First Lien Agreementappointment, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any the First Lien Intercreditor Agreement.

Additional First Lien Obligations. On or after the date hereof and so long as expressly permitted by the Senior Credit Agreement Facility, the Indenture and any Additional First Lien Agreement then outstanding, the Borrower Company may from time to time designate Indebtedness at the time of incurrence to be secured by Collateral on a pari passu basis with the Obligations or with any other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral Agent, the Credit Agreement Collateral Agent and if any Additional First Lien Agreement is then in effect, each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Company (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies with the terms of the Senior Credit Agreement Facility, the Indenture and any Additional First Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b)(ib) a fully executed Additional First Lien Secured Party Consent (as defined in the form attached as Annex F) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the First Lien Secured Parties under the Additional First Lien Agreement, to be bound by the terms of this Security Agreement, the Guarantee and the Pledge Agreements ) and (c)(i) a fully executed Intercreditor Agreement or (iic) a fully executed joinder agreement to an the Intercreditor Agreement if such agreement is then in effectAgreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent shall act as agent under and subject to the terms of the Security Documents and each Additional First Lien Agreement for the benefit of all First Lien Secured Parties, including including, without limitation, any First Lien Secured Parties that hold any such Additional First Lien Obligations, and each Authorized RepresentativeRepresentative agrees to the appointment, on behalf and acceptance of the First Lien Secured Parties under the applicable Additional First Lien Agreementappointment, agrees to and accepts the appointment of the Collateral Agent as agent for the holders of such Additional First Lien Obligations as set forth in each Additional First Lien Secured Party Consent and agrees, on behalf of itself and each First Lien Secured Party it represents, to be bound by this Security Agreement and any the Intercreditor Agreement.