Common use of Other First Lien Obligations Clause in Contracts

Other First Lien Obligations. On or after the Closing Date and so long as not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each applicable Intercreditor Agreement and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date date hereof and so long as not prohibited by the Credit Agreement Agreement, the Notes Indenture or any Other First Lien Agreement then in effectoutstanding, the Borrower may from time to time designate obligations in respect of indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations complies with the terms of this Agreement and is not prohibited by the Credit Agreement Agreement, the Notes Indenture or any Other First Lien Agreement then in effect outstanding, and (iv) specifying the name and address of the Authorized Representative for such obligations, and (b) an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this provisoBorrower. Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment acknowledgement at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each the applicable Intercreditor Agreement Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Lien First-Priority Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date and so long as not prohibited by permitted under the Credit Agreement or and any Other First Lien Agreement then in effect, the Lead Borrower may from time to time designate obligations in respect of indebtedness permitted to be secured pursuant to Section 6.01 of the Credit Agreement and any corresponding provision of any Other First Lien Agreement to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then then-outstanding Secured Obligations as Other First Lien Obligations hereunder by (a) delivering to the Collateral Agent and each Authorized Representative (a) a certificate of the Lead 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of the Liens securing such obligations as Other First Lien Obligations is not prohibited by are permitted pursuant to (x) Section 6.02 of the Credit Agreement or and (y) the corresponding provision of any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) delivering to the Collateral Agent and each Authorized Representative an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Lead Borrower and (c) if not already then in effect, execute executing and deliver delivering a First Lien Permitted Pari Passu Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien Permitted Pari Passu Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments joinder thereto to the Security Documents, as may be necessary to give effect to this provisoextent required thereby). Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Credit Agreement) 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment acknowledgement at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Credit Agreement) for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each the applicable Intercreditor Agreement Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “first priority obligations, for purposes of each Intercreditor Agreement that exists prior to the effectiveness of the designation of such Other First Lien Obligations” (or analogous term) in each Intercreditor AgreementObligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date date hereof and so long as such obligations are not prohibited by to be incurred under the Credit Agreement or and any Other First Lien Agreement then in effect, the Borrower Company may from time to time designate obligations in respect of indebtedness Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is are not prohibited by the terms of the Credit Agreement or Agreement, the Notes Indenture and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, obligations and (b) an a fully executed Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien Intercreditor Agreement (or a joinder thereto in the form (attached as Exhibit III). The Agent and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the each Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party ConsentObligations, and (y) the Agent and each Authorized Representative agrees agree to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreesagree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each applicable Intercreditor Agreement and (z) such Other the First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date and so long as not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect, the Borrower The Issuer may from time to time designate obligations in respect of indebtedness Other First Lien Obligations permitted by the Indenture and not prohibited by any Other First Lien Agreement, to be secured (except with respect to any applicable Specified Excluded Collateral) by a Lien on a pari passu basis with the then outstanding Secured Obligations Collateral as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Officer of the Borrower Issuer (i) identifying the obligations Other First Lien Obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations Other First Lien Obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation complies with the terms of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or Indenture Documents and any Other First Lien Agreement then in effect Agreements and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent holders of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documentsand (b) a fully executed Additional Secured Party Consent. The Collateral Agent agrees that, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent under and subject to the terms of this Agreement and the Security Documents Intercreditor Agreements for the benefit of all Secured Parties, including including, without limitation, any Secured Parties that hold any such Other First Lien Obligations (except with respect to Obligations. Each Authorized Representative that executes any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Additional Secured Party Consent, and (y) each Authorized Representative Consent agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by the terms of this Agreement and each applicable the Intercreditor Agreement Agreements and, with respect to the rights, duties and (z) immunities of the Collateral Agent, by the Indenture and the Intercreditor Agreements. Upon the satisfaction of the conditions set forth in this Section 5.01, such Other First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) become Obligations hereunder with the same force and effect as if originally included in each Intercreditor Agreementthe Obligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Other First Lien Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date date hereof and so long as not prohibited permitted by the Credit Agreement or and not prohibited by any Other First Lien Agreement then in effectoutstanding, the Borrower Company may from time to time designate obligations in respect of indebtedness Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent, Administrative Agent and 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by complies with the terms of this Agreement, the Credit Agreement or and any Other First Lien Agreement then in effect outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an a fully executed Other First Lien Secured Party Consent executed by (in the Authorized Representative for such obligations and the Borrower form attached as Exhibit D) and (c) if the Intercreditor Effective Date has not already then in effectyet occurred, execute and deliver a fully executed First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this provisoAgreement. Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent under and subject to the terms of the Security Documents (as defined in the First Lien Intercreditor Agreement) for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral)Obligations, and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each applicable Intercreditor Agreement and (z) such Other the First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date and so long as not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect, the Borrower The Issuer may from time to time designate obligations in respect of indebtedness Other First Lien Obligations permitted by the Indenture and the Credit Agreement, and not prohibited by any Other First Lien Agreement, to be secured (except with respect to any applicable Specified Excluded Collateral) by a Lien on a pari passu basis with the then outstanding Secured Obligations Collateral as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by an Officer of the Borrower Issuer (i) identifying the obligations Other First Lien Obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations Other First Lien Obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation complies with the terms of such obligations as Other First Lien Obligations is not prohibited by the Indenture Documents, the Credit Agreement or Documents and any Other First Lien Agreement then in effect Agreements and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent holders of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documentsand (b) a fully executed Additional Secured Party Consent. The Collateral Agent agrees that, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent under and subject to the terms of this Agreement and the Security Documents Intercreditor Agreements for the benefit of all Secured Parties, including including, without limitation, any Secured Parties that hold any such Other First Lien Obligations (except with respect to Obligations. Each Authorized Representative that executes any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Additional Secured Party Consent, and (y) each Authorized Representative Consent agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by the terms of this Agreement and each applicable the Intercreditor Agreements and, with respect to the rights, duties and immunities of the Collateral Agent, by the Indenture, the Credit Agreement and (z) the Intercreditor Agreements. Upon the satisfaction of the conditions set forth in this Section 5.01, such Other First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) become Obligations hereunder with the same force and effect as if originally included in each Intercreditor Agreementthe Obligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Other First Lien Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date date hereof and so long as not prohibited permitted by the Credit Agreement or and not prohibited by any Other First Lien Agreement then in effectoutstanding, the Borrower Borrowers may from time to time designate obligations in respect Indebtedness at the time of indebtedness incurrence to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent Applicable First Lien Representative and each Authorized Representative (a) a certificate signed by an Authorized Officer of the Borrower Borrowers (i) identifying the obligations so designated and the initial aggregate principal amount or face amount thereof, (ii) stating that such obligations are designated as Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by complies with the terms of this Agreement, the Credit Agreement or and any Other First Lien Agreement then in effect outstanding and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an a fully executed Other First Lien Secured Party Consent executed by (in the Authorized Representative for such obligations and the Borrower form attached as Exhibit III) and (c) if the Intercreditor Effective Date has not already then in effectyet occurred, execute and deliver a fully executed First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Agreement. Each Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon agrees that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent Applicable First Lien Representative shall act as administrative and collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral)Obligations, and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, Applicable First Lien Representative as applicable, as administrative and collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each applicable Intercreditor Agreement and (z) such Other the First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date date hereof and so long as such obligations are not prohibited by to be incurred under the Credit Agreement or and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of indebtedness Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible Officer of the Borrower 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is are not prohibited by the terms of the Credit Agreement or and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an a fully executed Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral . The Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the each Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon agree that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party ConsentObligations, and (y) the Agent and each Authorized Representative agrees agree to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agreesagree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each applicable Intercreditor Agreement and (z) such Other the First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date and so long as not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien/First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien/First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments joinder thereto to the Security Documents, as may be necessary to give effect to this provisoextent required thereby). Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment acknowledgement at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each the applicable Intercreditor Agreement Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Lien First-Priority Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date date hereof and so long as such obligations are not prohibited by to be incurred under the Credit Agreement or and any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of indebtedness Indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate signed by a Responsible 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the terms of the Credit Agreement or and any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an a fully executed Other First Lien Secured Party Consent executed by (in the Authorized Representative for such obligations and the Borrower form attached as Exhibit III) and (c) if not already then in effect, execute and deliver a the First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that if any Other First Lien Obligations are issued in the Collateral form of bonds, notes or other securities, then the Agent shall have a right to appoint a sub-agent as the agent to act with respect to any such Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon Each Authorized Representative agrees that upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent or its sub-agent, as applicable, shall act as collateral agent under and subject to the terms of the Security Documents and each Other First Lien Agreement for the benefit of all Secured Parties, including without limitation, any Secured Parties that hold any such Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral)Obligations, and shall execute and deliver the acknowledgment at the end each Authorized Representative, on behalf of the Other First Lien Secured Party ConsentParties under the applicable Other First Lien Agreement, and (y) each Authorized Representative agrees to and accepts the appointment, and acceptance appointment of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Other First Lien Secured Party it represents, to be bound by this Agreement and each applicable Intercreditor Agreement and (z) such Other the First Lien Obligations shall automatically be deemed to be “Other First Lien Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. (a) On or after the Closing Date and so long as not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each applicable Intercreditor Agreement and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Lien First-Priority Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date and so long as not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments to the Security Documents, as may be necessary to give effect to this proviso. Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each applicable Intercreditor Agreement and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Lien First-Priority Obligations” (or analogous term) in each Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.

Other First Lien Obligations. On or after the Closing Date and so long as not prohibited by permitted under the Credit Agreement or and any Other First Lien Agreement then in effect, the Lead Borrower may from time to time designate obligations in respect of indebtedness permitted to be secured pursuant to Section 6.01 of the Credit Agreement and any corresponding provision of any Other First Lien Agreement to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then then-outstanding Secured Obligations as Other First Lien Obligations hereunder by (a) delivering to the Collateral Agent and each Authorized Representative (a) a certificate of the Lead 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of the Liens securing such obligations as Other First Lien Obligations is not prohibited by are permitted pursuant to (x) Section 6.02 of the Credit Agreement or and (y) the corresponding provision of any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) delivering to the Collateral Agent and each Authorized Representative an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Lead Borrower and (c) if not already then in effect, execute executing and deliver delivering a First Lien Permitted Pari Passu Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien Permitted Pari Passu Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments joinder thereto to the Security Documents, as may be necessary to give effect to this provisoextent required thereby). Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Credit Agreement) 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment acknowledgement at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent (on the terms and conditions set forth herein and in Article 8 of the Credit Agreement) for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each the applicable Intercreditor Agreement Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “first priority obligations, for purposes of each Intercreditor Agreement that exists prior to the effectiveness of the designation of such Other First Lien Obligations” (or analogous term) in each Intercreditor AgreementObligations hereunder. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.39

Other First Lien Obligations. On or after the Closing Date and so long as not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect, the Borrower may from time to time designate obligations in respect of indebtedness to be secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu basis with the then then-outstanding Secured Obligations as Other First Lien Obligations hereunder by delivering to the Collateral Agent and each Authorized Representative (a) a certificate 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 Other First Lien Obligations for purposes hereof, (iii) representing that such designation of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effect effect, and (iv) specifying the name and address of the Authorized Representative for such obligations, (b) an Other First Lien Secured Party Consent executed by the Authorized Representative for such obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien/First Lien Intercreditor Agreement (or a joinder thereto in the form (and to the extentor, if any) required thereby to the extent such First Lien/First Lien Intercreditor Agreement is then in effect); provided, however, that the Collateral Agent shall have a right to appoint a sub-agent as the agent to act with respect to any Other First Lien Obligations under the Security Documents and the parties hereto (without the consent of any Secured Parties) and the Authorized Representative for such Other First Lien Obligations shall enter into such documents, including any amendments joinder thereto to the Security Documents, as may be necessary to give effect to this provisoextent required thereby). Upon the satisfaction of all conditions set forth in the preceding sentence, (x) the Collateral Agent shall act as collateral 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 Other First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgment acknowledgement at the end of the Other First Lien Secured Party Consent, and (y) each Authorized Representative agrees to the appointment, and acceptance of the appointment, of the Collateral Agent or its sub-agent, as applicable, as collateral agent for the holders of such Other First Lien Obligations as set forth in each Other First Lien Secured Party Consent and agrees, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and each the applicable Intercreditor Agreement Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “Other First Lien First-Priority Obligations” (or analogous term) in each any First Lien/First Lien Intercreditor Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Secured Obligations to this Agreement.