Junior Lien Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any Junior Lien Obligations constituting Additional Notes or a Series of Junior Lien Debt that is issued or incurred after the date hereof provided that:

“Junior Lien Debt Default” means, with respect to any Series of Junior Lien Debt, any event or condition which, under the terms of any Junior Lien Document governing such Series of Junior Lien Debt, causes, or permits holders of Junior Lien Debt outstanding thereunder to cause, the Junior Lien Debt outstanding thereunder to become immediately due and payable. For the avoidance of doubt, an “Event of Default” (as defined in the Closing Date Indenture) shall constitute a Junior Lien Debt Default with respect to the Series of Junior Lien Debt evidenced by the Notes.

“Junior Lien Representative” means in the case of any issuance or series of Junior Lien Debt, the trustee, agent or representative of the holders of such Junior Lien Debt who maintains the transfer register for such Junior Lien Debt and is appointed as a representative of such Junior Lien Debt (for purposes related to the administration of the security documents) pursuant to the Junior Lien Documents governing such Junior Lien Debt, together with its successors in such capacity.

if the Indebtedness being Refinanced is Junior Lien Debt or any Junior Lien Obligation, such Refinancing Indebtedness is Junior Lien Debt, Junior Lien Obligations, unsecured Indebtedness or Subordinated Obligations;

states that the Company or applicable Grantor intends to incur additional Junior Lien Debt (“Additional Junior Lien Debt”) that is permitted by each applicable Junior Lien Document to be incurred and to be secured with a Junior Lien equally and ratably with all previously existing and future Junior Lien Debt;

Priority Lien Debt. (a) The Collateral Trustee will, as collateral trustee hereunder, perform its undertakings set forth in Section 3.1(a) with respect to any Priority Lien Obligations constituting Additional Notes or a Series of Priority Lien Debt that is issued or incurred after the date hereof provided that:

“Series of Junior Lien Debt” means, severally, the Junior Lien Indenture Notes and each other issue or series of Junior Lien Debt (including any Additional Junior Lien Facility) for which a single transfer register is maintained.

“Junior Lien Secured Parties” means, at any time, the Junior Lien Representative, the trustees, agents and other representatives of the holders of any Series of Junior Lien Debt under the Junior Lien Facility who maintains the transfer register for such Series of Junior Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Junior Lien Document and each other holder of, or obligee in respect of, any Junior Lien Debt outstanding at such time.

“Class” means # in the case of Priority Lien Debt, the Priority Lien Debt, taken together, and # in the case of Junior Lien Debt, every Series of Junior Lien Debt, taken together.

Voting. (a) In connection with any matter under this Agreement requiring a vote of holders of Junior Lien Debt, each Series of Junior Lien Debt will cast its votes in accordance with the Junior Lien Documents governing such Series of Junior Lien Debt. Following and in accordance with the outcome of the applicable vote under its Junior Lien Documents, the Junior Lien Representative of each Series of Junior Lien Debt will vote the total amount of Junior Lien Debt under that Series of Junior Lien Debt as a block in respect of any vote under this Agreement. In making all determinations of votes hereunder, the Collateral Trustee shall be entitled to rely upon the votes, and relative outstanding amounts, as determined and reported to it in writing by the various Junior Lien Representatives, and shall have no duty to independently ascertain such a votes or amounts.