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/First Lien Intercreditor Agreement (or, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 acknowledgement at the end of the Other First Lien Secured Party Consent, (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 the applicable Intercreditor Agreements 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 such obligations are not prohibited by 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 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 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, 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 First Lien/the First Lien Intercreditor Agreement (oror a joinder thereto in the form (and to the extent, if any) required thereby to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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)Obligations, and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (y) the Agent and 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 agreesagree, on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements 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 (a) To the Closing Date and so long as extent not prohibited by the provisions of the Credit Agreement or any Other and the other First Lien Agreement then in effectDocuments, the Borrower Company may from time incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collaterala Refinancing) on a pari passu basis with the then-outstanding Secured Obligations as and Other First Lien Obligations hereunder by delivering to or Replacement Credit Agreement Obligations after the Collateral Agent date hereof that is secured on an equal and each Authorized Representative ratable basis with the Liens (aother than any Declined Liens) a certificate securing the then existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series 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 hereofor Replacement Credit Agreement Obligations, (iii) representing that such designation as applicable, may be secured by a Lien on a ratable basis, in each case under and pursuant to the applicable First Lien Collateral Documents of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effectSeries, and (iv) specifying the name and address of the Authorized Representative for such obligationsif, (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, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), Debt and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (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 or Replacement Credit Agreement Obligations, as set forth in each Other applicable (such Additional First Lien Secured Party Consent and agreesCollateral Agent, on behalf Additional First Lien Representative, the holders in respect of itself and each Secured Party it represents, to be bound by this Agreement any such Additional First Lien Debt and the applicable Intercreditor Agreements and (z) holders of any such Series of Other First Lien Obligations shall automatically be deemed or Replacement Credit Agreement Obligations, as applicable, being referred to be as “Other Additional First Lien Obligations” (or analogous term) in Claimholders”), each Intercreditor Agreement. The rights and obligations of each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On or after 55. To the Closing Date and so long as extent not prohibited by the provisions of any Credit Agreement or and the other First Lien Documents, the Company may incur additional Indebtedness, which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing, and Other First Lien Obligations, Replacement Initial Other First Lien Agreement then in effect, Obligations or Replacement Credit Agreement Obligations after the Borrower may from time to time designate obligations in respect of Indebtedness to be date hereof that is secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu an equal and ratable basis with the then-outstanding Secured Liens on Shared Collateral securing the then existing First Lien Obligations as (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series of 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 thereofObligations, (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 Replacement Initial Other First Lien Agreement then Obligations or Replacement Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in effect, each case under and (iv) specifying pursuant to the name and address of the Authorized Representative for such obligations, (b) an Other applicable First Lien Secured Party Consent executed by the Authorized Representative for Collateral Documents of such obligations and the Borrower and (c) if not already then in effectSeries, execute and deliver a First Lien/First Lien Intercreditor Agreement (orif, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), Debt and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (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 Obligations, Initial Other First Lien Secured Party Consent and agreesAgreement Obligations or Replacement Credit Agreement Obligations, on behalf as applicable, (such Additional First Lien Collateral Agent, Additional First Lien Representative, the holders in respect of itself and each Secured Party it represents, to be bound by this Agreement such Additional First Lien Debt and the applicable Intercreditor Agreements and (z) such Other First Lien Obligations shall automatically be deemed to be “holders Other First Lien Obligations” (, other Initial Other First Lien Agreement Obligations or analogous term) in other Replacement Credit Agreement Obligations, as applicable, being referred to as “Additional First Lien Claimholders”), each Intercreditor Agreement. The rights and obligations of each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On or after (a) To the Closing Date and so long as extent, but only to the extent, not prohibited by the provisions of the Credit Agreement or any Other Agreement, the 2028 Notes Indenture and the other First Lien Agreement then in effectDocuments, the Borrower Company may from time incur (x) additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to time designate obligations in respect of a Refinancing except to the extent constituting Indebtedness to under a Replacement Credit Agreement, which shall be addressed by clause (y)) after the date hereof that is secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu an equal and ratable 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 Liens securing the Credit Agreement or any Other First Lien Agreement then in effectObligations, 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 2028 Notes Obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien/First Lien Intercreditor Agreement (or, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 such Indebtedness, “Additional First Lien Debt”) and (y) Indebtedness under any Replacement Credit Agreement that is secured on an equal and ratable basis with respect to any applicable Specified Excluded Collateral), and shall execute and deliver the acknowledgement at the end of Liens securing the Other First Lien Secured Party ConsentObligations. Any such Additional First Lien Debt and related Other First Lien Obligations may be secured by a Lien on a ratable basis, (y) in each Authorized Representative agrees case, under and pursuant to the appointmentOther First Lien Documents, if and acceptance of subject to the appointment, of condition that the Additional First Lien Collateral Agent or its sub-agentand Additional First Lien Representative of any such Additional First Lien Debt, as applicable, as collateral agent for acting on behalf of the holders of such Other Additional First Lien Obligations Debt (such Additional First Lien Collateral Agent, Additional First Lien Representative and holders in respect of any Additional First Lien Debt being referred to as set forth in each Other “Additional First Lien Secured Party Consent and agreesParties”), on behalf of itself and each Secured Party it represents, becomes a party to be bound by this Agreement and the applicable Junior Lien Intercreditor Agreements Agreement (if then in effect) by satisfying the conditions set forth in Section 5.19(b). Any Indebtedness and (z) such Other First Lien other Credit Agreement Obligations shall automatically under any Replacement Credit Agreement may be deemed to be “Other First Lien Obligations” (or analogous term) secured by Liens on an equal and ratable basis, in each Intercreditor Agreement. The rights case, under and obligations pursuant to the Credit Agreement Documents, if and subject to the condition that the Replacement Representative and Replacement Collateral Agent, acting on behalf of the holders of such Credit Agreement Obligations, each becomes a party to this Agreement shall remain and the Junior Lien Intercreditor Agreement (if then in full force and effect notwithstanding effect) by satisfying the addition of any new Secured Obligations to this Agreementconditions set forth in Section 5.19(b).

Other First Lien Obligations. On or after To the Closing Date and so long as extent, but only to the extent not prohibited by the provisions of the Credit Agreement or any and the Other First Lien Agreement then in effectDocuments, the Borrower may from time to time designate obligations in respect of Indebtedness to be incur additional indebtedness after the date hereof that is secured (except with respect to any applicable Specified Excluded Collateral) on a pari passu an equal and ratable 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 liens securing 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 Obligations and the Borrower and (c) if not already then in effect, execute and deliver a First Lien/First Lien Intercreditor Agreement (or, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 such indebtedness referred to any applicable Specified Excluded Collateralas “Additional Senior Class Debt”). Any such Additional Senior Class Debt may be secured by a Lien on a ratable basis, in each case under and shall execute and deliver the acknowledgement at the end of pursuant to the Other First Lien Secured Party ConsentDocuments, (y) each Authorized Representative agrees if and subject to the appointment, and acceptance of the appointment, of condition that the Collateral Agent or its sub-agentand Authorized Representative of any such Additional Senior Class Debt (an “Additional Senior Class Debt Collateral Agent” and an “Additional Senior Class Debt Representative,” respectively), as applicable, as collateral agent for acting on behalf of the holders of such Other First Lien Obligations Additional Senior Class Debt (such Additional Senior Class Debt Collateral Agent, Additional Senior Class Debt Representative and holders in respect of any Additional Senior Class Debt being referred to as set forth in each Other First Lien Secured Party Consent and agreesthe “Additional Senior Class Debt Parties”), on behalf of itself and each Secured Party it represents, to be bound by this Agreement and the applicable Intercreditor Agreements 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 becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force clauses (a) through (d) of the immediately succeeding paragraph and effect notwithstanding becomes a party to the addition of any new Secured Obligations ABL/Term Intercreditor Agreement by satisfying conditions set forth therein. In order for an Additional Senior Class Debt Representative and Additional Senior Class Debt Collateral Agent to become a party to this Agreement.,

Other First Lien Obligations. On or after (a) To the Closing Date and so long as extent not prohibited by the provisions of the Credit Agreement or any Other and the other First Lien Agreement then in effectDocuments, the Borrower Company may from time incur additional Indebtedness, which for the avoidance of doubt shall include any Indebtedness incurred pursuant 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 Refinancing, and Other First Lien Obligations hereunder by delivering to or Replacement Credit Agreement Obligations after the Collateral Agent date hereof that is secured on an equal and each Authorized Representative ratable basis with the Liens (aother than any Declined Liens) a certificate securing the then existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series 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 hereofor Replacement Credit Agreement Obligations, (iii) representing that such designation as applicable, may be secured by a Lien on a ratable basis, in each case under and pursuant to the applicable First Lien Collateral Documents of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effectSeries, and (iv) specifying the name and address of the Authorized Representative for such obligationsif, (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, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), Debt and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (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 or Replacement Credit Agreement Obligations, as set forth in each Other applicable, (such Additional First Lien Secured Party Consent and agreesCollateral Agent, on behalf Additional First Lien Representative, the holders in respect of itself and each Secured Party it represents, to be bound by this Agreement such Additional First Lien Debt and the applicable Intercreditor Agreements and (z) such holders Other First Lien Obligations shall automatically be deemed or other Replacement Credit Agreement Obligations, as applicable, being referred to be as “Other Additional First Lien Obligations” (or analogous term) in Claimholders”), each Intercreditor Agreement. The rights and obligations of each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On or after (a) To the Closing Date and so long as extent, but only to the extent, not prohibited by the provisions of the Credit Agreement or any Other and the other First Lien Agreement then in effectDocuments, the Borrower Company may from time incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collaterala Refinancing) on a pari passu basis with the then-outstanding Secured Obligations as and Other First Lien Obligations hereunder by delivering to or Replacement Credit Agreement Obligations after the Collateral Agent date hereof that is secured on an equal and each Authorized Representative ratable basis with the Liens (aother than any Declined Liens) a certificate securing the then existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series 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 hereofor Replacement Credit Agreement Obligations, (iii) representing that such designation as applicable, may be secured by a Lien on a ratable basis, in each case under and pursuant to the applicable First Lien Collateral Documents of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effectSeries, and (iv) specifying the name and address of the Authorized Representative for such obligationsif, (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, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), Debt and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (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 or Replacement Credit Agreement Obligations, as set forth in each Other applicable (such Additional First Lien Secured Party Consent and agreesCollateral Agent, on behalf Additional First Lien Representative, the holders in respect of itself and each Secured Party it represents, to be bound by this Agreement any such Additional First Lien Debt and the applicable Intercreditor Agreements and (z) holders of any such Series of Other First Lien Obligations shall automatically be deemed or Replacement Credit Agreement Obligations, as applicable, being referred to be as “Other Additional First Lien Obligations” (or analogous term) in Claimholders”), each Intercreditor Agreement. The rights and obligations of each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On or after (a) To the Closing Date and so long as extent not prohibited by the Credit Agreement or any Other provisions of the Indenture and the other First Lien Agreement then in effectDocuments, the Borrower Company may from time incur additional Indebtedness, which for the avoidance of doubt shall include any Indebtedness incurred pursuant 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 Refinancing, and Other First Lien Obligations hereunder by delivering to or Replacement Indenture Obligations after the Collateral Agent date hereof that is secured on an equal and each Authorized Representative ratable basis with the Liens (aother than any Declined Liens) a certificate securing the then existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series 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 hereofor Replacement Indenture Obligations, (iii) representing that such designation as applicable, may be secured by a Lien on a ratable basis, in each case under and pursuant to the applicable First Lien Collateral Documents of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effectSeries, and (iv) specifying the name and address of the Authorized Representative for such obligationsif, (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, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), Debt and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (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 or Replacement Indenture Obligations, as set forth in each Other applicable, (such Additional First Lien Secured Party Consent and agreesCollateral Agent, on behalf Additional First Lien Representative, the holders in respect of itself and each Secured Party it represents, to be bound by this Agreement such Additional First Lien Debt and the applicable Intercreditor Agreements and (z) such holders Other First Lien Obligations shall automatically be deemed or other Replacement Indenture Obligations, as applicable, being referred to be as “Other Additional First Lien Obligations” (or analogous term) in Claimholders”), each Intercreditor Agreement. The rights and obligations of each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On or after (a) To the Closing Date and so long as extent not prohibited by the provisions of the Credit Agreement or any Other and the other First Lien Agreement then in effectDocuments, the Borrower Company may from time incur additional Indebtedness, which for the avoidance of doubt shall include any Indebtedness incurred pursuant 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 Refinancing, and Other First Lien Obligations hereunder by delivering to or Replacement Credit Agreement Obligations after the Collateral Agent date hereof that is secured on an equal and each Authorized Representative ratable basis with the Liens (aother than any Declined Liens) a certificate securing the then existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series 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 hereofor Replacement Credit Agreement Obligations, (iii) representing that such designation as applicable, may be secured by a Lien on a ratable basis, in each case under and pursuant to the applicable First Lien Collateral Documents of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effectSeries, and (iv) specifying the name and address of the Authorized Representative for such obligationsif, (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, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), Debt and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (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 or Replacement Credit Agreement Obligations, as set forth in each Other applicable (such Additional First Lien Secured Party Consent and agreesCollateral Agent, on behalf Additional First Lien Representative, the holders in respect of itself and each Secured Party it represents, to be bound by this Agreement such Additional First Lien Debt and the applicable Intercreditor Agreements and (z) holders of such Series of Other First Lien Obligations shall automatically be deemed or Replacement Credit Agreement Obligations, as applicable, being referred to be as “Other Additional First Lien Obligations” (or analogous term) in Claimholders”), each Intercreditor Agreement. The rights and obligations of each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementSection 5.14(b).

Other First Lien Obligations. On or after 1. To the Closing Date and so long as extent not prohibited by the provisions of the Credit Agreement or any Other and the other First Lien Agreement then in effectDocuments, the Borrower Company may from time incur additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to time designate obligations in respect of Indebtedness to be secured (except with respect to any applicable Specified Excluded Collaterala Refinancing) on a pari passu basis with the then-outstanding Secured Obligations as and Other First Lien Obligations hereunder by delivering to or Replacement Credit Agreement Obligations after the Collateral Agent date hereof that is secured on an equal and each Authorized Representative ratable basis with the Liens (aother than any Declined Liens) a certificate securing the then existing First Lien Obligations (such Indebtedness, “Additional First Lien Debt”). Any such Additional First Lien Debt and any Series 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 hereofor Replacement Credit Agreement Obligations, (iii) representing that such designation as applicable, may be secured by a Lien on a ratable basis, in each case under and pursuant to the applicable First Lien Collateral Documents of such obligations as Other First Lien Obligations is not prohibited by the Credit Agreement or any Other First Lien Agreement then in effectSeries, and (iv) specifying the name and address of the Authorized Representative for such obligationsif, (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, to the extent such First Lien/First Lien Intercreditor Agreement is then in effect, a joinder thereto to the extent required thereby); 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 condition that, the Additional First Lien Collateral Agent and Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the Security Documents for the benefit holders of all Secured Parties, including without limitation, any Secured Parties that hold any such Other Additional First Lien Obligations (except with respect to any applicable Specified Excluded Collateral), Debt and shall execute and deliver the acknowledgement at the end of the Other First Lien Secured Party Consent, (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 or Replacement Credit Agreement Obligations, as set forth in each Other applicable (such Additional First Lien Secured Party Consent and agreesCollateral Agent, on behalf Additional First Lien Representative, the holders in respect of itself and each Secured Party it represents, to be bound by this Agreement any such Additional First Lien Debt and the applicable Intercreditor Agreements and (z) holders of any such Series of Other First Lien Obligations shall automatically be deemed or Replacement Credit Agreement Obligations, as applicable, being referred to be as “Other Additional First Lien Obligations” (or analogous term) in Claimholders”), each Intercreditor Agreement. The rights and obligations of each becomes a party to this Agreement shall remain by satisfying the conditions set forth in full force and effect notwithstanding the addition of any new Secured Obligations to this AgreementV.N.2.