Common use of Additional Second Lien Obligations Clause in Contracts

Additional Second Lien Obligations. On or after the date hereof and so long as permitted by the Second Lien Credit Agreement and each Additional Second Lien Agreement then outstanding, the Borrower may from time to time designate Indebtedness at the time of Incurrence to be secured by Liens on the Collateral on a basis that rank equal in priority to the Liens on the Collateral securing the Obligations or any other Second Lien Obligations if then in effect, as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional Second 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 Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Second Lien Credit Agreement and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) if applicable, (i) a fully executed Additional Secured Party Consent (in the form attached as Exhibit 3) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under the Additional Second Lien Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second Lien Pledge 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; provided, however, that notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under the applicable Additional Second Lien Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second 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 Second 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 Second Lien Obligations (or their representatives) or under any Additional Second 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 Second 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 Second 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 Second Lien Obligations if then in effect to the extent permitted to do so under each of the Second Lien Credit Agreement and any Additional Second Lien Agreement, and in such case the Collateral Agent 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 Second Lien Obligations and the relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional Second Lien Obligations.

Additional Second Lien Obligations. On or after the date hereof and so long as permitted by the Second Lien Credit Agreement and each Additional Second Lien Agreement then outstanding, the Borrower may from time to time designate Indebtedness at the time of Incurrence to be secured by Liens on the Collateral on a basis that rank equal in priority to the Liens on the Collateral securing the Obligations or any other Second Lien Obligations if then in effect, as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional Second 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 Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Second Lien Credit Agreement and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) if applicable, (i) a fully executed Additional Secured Party Consent (in the form attached as Exhibit 3) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under the Additional Second Lien Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second Lien Pledge 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; provided, however, that notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under the applicable Additional Second Lien Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second 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 Second 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 Second Lien Obligations (or their representatives) or under any Additional Second 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 Second 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 Second Lien Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in such Additional Second 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 Second 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 Second Lien Obligations if then in effect to the extent permitted to do so under each of the Second Lien Credit Agreement and any Additional Second Lien Agreement, Agreement and in such case the Collateral Agent 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 Second Lien Obligations and the relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional Second Lien Obligations.

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the Second Lien Credit Agreement Senior Debt Documents then outstanding, the Indenture and each any Additional Second Lien Agreement then outstanding, the Borrower Issuer 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 that rank equal in priority to the Liens on the Collateral securing with the Obligations or any other Second Lien Obligations if then in effect, as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional Second Lien Agreement is then in effect, each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Issuer (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Second Lien Credit Agreement Senior Debt Documents then outstanding, the Indenture and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) if applicable, (i) a fully executed Additional Second Lien Secured Party Consent (in the form attached as Exhibit 3Annex C) or and (iic) any other instruments reasonably satisfactory a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent setting shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional Second Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Second Lien Obligations as set forth such Authorized Representative’s agreementin each Additional Second Lien Secured Party Consent and agrees, on behalf of the Second Lien itself and each Secured Parties under the Additional Second Lien AgreementParty it represents, to be bound by the terms of this Agreement, the Second Lien Guarantee Security Agreement and the Second Lien Pledge 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; provided, however, that notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under the applicable Additional Second Lien Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second 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 Second 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 Second Lien Obligations (or their representatives) or under any Additional Second 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 Second 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 Second 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 Second Lien Obligations if then in effect to the extent permitted to do so under each of the Second Lien Credit Agreement and any Additional Second Lien Agreement, and in such case the Collateral Agent 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 Second Lien Obligations and the relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional Second Lien Obligations.

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the Second Lien Credit Agreement Senior Debt Documents then outstanding, the Indenture and each any Additional Second Lien Agreement then outstanding, the Borrower Company 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 that rank equal in priority to the Liens on the Collateral securing with the Obligations or any other Second Lien Obligations if then in effect, as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional Second 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 Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Second Lien Credit Agreement Senior Debt Documents then outstanding, the Indenture and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) if applicable, a fully executed Additional Second Lien Secured Party Consent (ias defined in the Security Agreement) and (c) a fully executed joinder to the Intercreditor Agreement. 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 for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional Second Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Second Lien Obligations as set forth in each Additional Second Lien Secured Party Consent (in the form attached as Exhibit 3) or (ii) any other instruments reasonably satisfactory to the Collateral Agent setting forth such Authorized Representative’s agreementand agrees, on behalf of the Second Lien itself and each Secured Parties under the Additional Second Lien AgreementParty it represents, to be bound by the terms of this Agreement, the Second Lien Guarantee Agreement and the Second Lien Pledge 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; provided, however, that notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under the applicable Additional Second Lien Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second 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 Second 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 Second Lien Obligations (or their representatives) or under any Additional Second 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 Second 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 Second 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 Second Lien Obligations if then in effect to the extent permitted to do so under each of the Second Lien Credit Agreement and any Additional Second Lien Agreement, and in such case the Collateral Agent 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 Second Lien Obligations and the relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional Second Lien Obligations.

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the Second Lien Credit Indenture, the Intercreditor Agreement and each any Additional Second Lien Agreement then outstanding, the Borrower Company 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 that rank equal in priority to with the Liens on the Collateral securing the Obligations or any other Second Lien Obligations if then in effect, as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional Second 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 Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Second Lien Credit Agreement Indenture and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, obligations and (b) if applicable, (i) a fully executed Additional Second Lien Secured Party Consent (Consent. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the form attached as Exhibit 3) or (ii) any other instruments reasonably satisfactory to preceding sentence, the Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties shall act as agent under the Additional Second Lien Agreement, and subject to be bound by the terms of this Agreement, the Second Lien Guarantee Pledge Agreement, the Intercreditor Agreement and the each Additional Second Lien Pledge Agreement for the benefit of all Second Lien Secured Parties, including without limitation, any Second Lien Secured Parties that hold any such Additional Second Lien Obligations, and (c)(i) a fully executed Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement or (ii) a fully executed joinder agreement each Authorized Representative agrees to an Equal Priority Intercreditor Agreement if such agreement is then in effect; providedthe appointment, howeverand acceptance of the appointment, that notwithstanding the foregoing, if of the Collateral Agent, Agent as agent for the Borrower, and/or any Authorized Representative decide not to execute an holders of such Additional Second Lien Obligations as set forth in each Additional Second Lien Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreementand the Joinder Agreement (as defined in the Intercreditor Agreement) and agrees, on behalf of the itself and each Second Lien Secured Parties under the applicable Additional Second Lien AgreementParty it represents, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second 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 Second 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 Second Lien Obligations (or their representatives) or under any Additional Second 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 Second 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 Second 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 Second Lien Obligations if then in effect to the extent permitted to do so under each of the Second Lien Credit Agreement and any Additional Second Lien Agreement, and in such case the Collateral Agent 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 Second Lien Obligations and the relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional Second Lien Obligations.

Additional Second Lien Obligations. On or after the date hereof and so long as expressly permitted by the Second Lien Credit Agreement Senior Debt Documents then outstanding, and each Additional any Second Lien Agreement then outstanding, the Borrower Issuer 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 that rank equal in priority to the Liens on the Collateral securing with the Obligations or any other Second Lien Obligations if then in effect, as Additional Second Lien Obligations hereunder by delivering to the Collateral Agent and if any Additional Second Lien Agreement is then in effect, each other Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Issuer (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Additional Second Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Additional Second Lien Obligations complies with the terms of the Second Lien Credit Agreement Senior Debt Documents then outstanding, and any Additional Second Lien Agreement then outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) if applicable, (i) a fully executed Additional Second Lien Secured Party Consent (in the form attached as Exhibit 3Annex C) or and (iic) any other instruments reasonably satisfactory a fully executed joinder to the Intercreditor Agreement. Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, the Collateral Agent setting shall act as agent under and subject to the terms of the Security Documents for the benefit of all Secured Parties, including, without limitation, any Secured Parties that hold any such Additional Second Lien Obligations, and each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent as agent for the holders of such Additional Second Lien Obligations as set forth such Authorized Representative’s agreementin each Additional Second Lien Secured Party Consent and agrees, on behalf of the Second Lien itself and each Secured Parties under the Additional Second Lien AgreementParty it represents, to be bound by the terms of this Agreement, the Second Lien Guarantee Security Agreement and the Second Lien Pledge 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; provided, however, that notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on behalf of the Second Lien Secured Parties under the applicable Additional Second Lien Agreement, to be bound by the terms of this Agreement, the Second Lien Guarantee and the Second 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 Second 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 Second Lien Obligations (or their representatives) or under any Additional Second 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 Second 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 Second 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 Second Lien Obligations if then in effect to the extent permitted to do so under each of the Second Lien Credit Agreement and any Additional Second Lien Agreement, and in such case the Collateral Agent 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 Second Lien Obligations and the relationship between the Collateral Agent and the collateral agent appointed in respect of such Additional Second Lien Obligations.