Common use of Additional Second Lien Debt Clause in Contracts

Additional Second Lien Debt. To the extent, but only to the extent permitted by the provisions of the then extant Secured Second Lien Documents, either Issuer or any Subsidiary Guarantor under the Secured Second Lien Documents may incur additional Debt after the date hereof that is permitted by the Second Lien Indenture and the Additional Second Lien Documents then outstanding to be incurred and secured on an equal and ratable basis by the Liens securing the Second Lien Obligations (such Debt referred to as “Additional Second Lien Class Debt”). Any such Additional Second Lien Class Debt may be secured by a Lien and may be Guaranteed by the Grantors on a second priority basis, in each case under and pursuant to the Additional Second Lien Documents, if and subject to the condition that the Authorized Representative of any such Additional Second Lien Class Debt (each, an “Additional Second Lien Class Debt Representative”), acting on behalf of the holders of such Additional Second Lien Class Debt (such Authorized Representative and holders in respect of any Additional Second Lien Class Debt being referred to as the “Additional Second Lien Class Debt Parties”), becomes a party to this Agreement as an Authorized Representative by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for an Additional Second Lien Class Debt Representative to become a party to this Agreement as an Authorized Representative,

Additional Second Lien Debt. To the extent, but only to the extent extent, permitted by the provisions of the Secured Credit Documents and the Additional Documents then extant Secured Second Lien Documentsin effect, either Issuer or any Subsidiary Guarantor under the Secured Second Lien Documents Borrower may incur additional Debt indebtedness after the date hereof that is permitted by the Second Lien Indenture Secured Credit Documents and the Additional Second Lien Documents then outstanding to be incurred and secured on an equal and ratable basis by the Liens securing the Second Lien Obligations (such Debt indebtedness referred to as “Additional Second Lien Class Debt”). Any such Additional Second Lien Class Debt may be secured by a Lien and may be Guaranteed guaranteed by the Grantors on a second priority senior basis, in each case under and pursuant to the Additional Second Lien Documents, if and subject to the condition that the Authorized Representative of any such Additional Second Lien Class Debt (each, an “Additional Second Lien Class Debt Representative”) and the collateral agent, collateral trustee or similar representative for the holders of such Additional Second Lien Class Debt (each an “Additional Second Lien Class Debt Collateral Agent”), in each case, acting on behalf of the holders of such Additional Second Lien Class Debt (such Authorized Representative Representative, Additional Second Lien Class Debt Collateral Agent and holders in respect of any Additional Second Lien Class Debt being referred to as the “Additional Second Lien Class Debt Parties”), becomes a party to this Agreement as an Authorized Representative by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for an Additional Second Lien Class Debt Representative and Additional Second Lien Class Debt Collateral Agent to become a party to this Agreement as an Authorized RepresentativeAgreement,

Additional Second Lien Debt. To the extent, but only to the extent permitted by the provisions of the then extant Secured Second Lien Documents, either Issuer or any Subsidiary Guarantor under the Secured Second Lien Documents may incur additional Debt after the date hereof that is permitted by the Second Lien Indenture and the Additional Second Lien Documents then outstanding to be incurred and secured on an equal and ratable basis by the Liens securing the Second Lien Obligations (such Debt referred to as “Additional Second Lien Class Debt”). Any such Additional Second Lien Class Debt may be secured by a Lien and may be Guaranteed by the Grantors on a second priority basis, in each case under and pursuant to the Additional Second Lien Documents, if and subject to the condition that the Authorized Representative of any such Additional Second Lien Class Debt (each, an “Additional Second Lien Class Debt Representative”), acting on behalf of the holders of such Additional Second Lien Class Debt (such Authorized Representative and Representative, holders in respect of any Additional Second Lien Class Debt and trustee, administrative agent or similar agent with respect thereto being referred to as the “Additional Second Lien Class Debt Parties”), becomes a party to this Agreement as an Authorized Representative by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for an Additional Second Lien Class Debt Representative to become a party to this Agreement as an Authorized Representative,

Additional Second Lien Debt. To Foresight and the extentGuarantors may incur Additional Second Lien Debt, but only without notice to, or the consent (except to the extent permitted by a consent is otherwise required under any First Lien Debt Document or Second Lien Debt Document) of any First Lien Representative, any Second Lien Representative or any other Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided that (i) the First Lien Collateral Agent and the Second Lien Collateral Agent shall receive on or prior to the incurrence of the then extant Secured Second Additional First Lien DocumentsDebt, either Issuer or any Subsidiary Guarantor under as the Secured Second Lien Documents case may incur additional Debt after be, (A) an Officer’s Certificate and opinion of counsel, stating that (I) the date hereof that incurrence thereof is permitted by the each applicable First Lien Debt Document and Second Lien Indenture Debt Document, (II) the legend requirements in Section 5.03(c) have been satisfied and (III) all conditions precedent have been met and (B) a Joinder Agreement from the holders or lenders of any Additional Second Lien Documents then outstanding to be incurred Debt and secured (ii) on an equal and ratable basis by or before the Liens securing the Second Lien Obligations (date of such Debt referred to as “Additional Second Lien Class Debt”). Any incurrence, such Additional Second Lien Class Debt may be secured Facilities are designated by a Lien and may be Guaranteed by the Grantors on a second priority basis, Foresight in each case under and pursuant an Officer’s Certificate delivered to the Additional First Lien Collateral Agent and the Second Lien Documents, if and subject to the condition that the Authorized Representative of any such Additional Second Lien Class Debt (each, Collateral Agent as an “Additional Second Lien Class Debt RepresentativeFacility”), acting on behalf . Upon the consummation of such transaction and satisfaction of the holders requirements of this Section 8.12, the holders, lenders and agents of such Additional Second Lien Class Debt (such Authorized Representative shall be entitled to the benefits, rights and holders in respect obligations of any Additional Second Lien Class Debt being referred to as the “Additional Second Lien Class Debt Parties”), becomes a party to this Agreement as an Authorized Representative by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph. In order for an Additional Second Lien Class Debt Representative to become a party to this Agreement as an Authorized Representative,Secured Parties.