JOINDER AGREEMENT NO. 1 dated as of June 16, 2021 (the Joinder Agreement) to the FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT dated as of April 21, 2021 (the Intercreditor Agreement), among JPMorgan Chase Bank, N.A., as Credit Facility Agent, Deutsche Bank Trust Company Americas, as Initial Other Authorized Representative, and each other Authorized Representative from time to time party thereto.
A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.
B. Parent proposes to issue or incur Other First-Priority Obligations and the Person identified in the signature pages hereto as the Additional First-Priority Agent (the Additional First-Priority Agent) will serve as the collateral agent, collateral trustee or a similar representative for the Other First-Priority Secured Parties. The Other First-Priority Obligations are being designated as such by Parent in accordance with Section 5.14 of the Intercreditor Agreement.
C. The Additional First-Priority Agent wishes to become a party to the Intercreditor Agreement and to acquire and undertake, for itself and on behalf of the Other First-Priority Secured Parties, the rights and obligations of an Additional First-Priority Agent and Authorized Representative thereunder. The Additional First-Priority Agent is entering into this Joinder Agreement in accordance with the provisions of the Intercreditor Agreement in order to become an Additional First-Priority Agent and Authorized Representative thereunder.
Accordingly, the Additional First-Priority Agent and Parent agree as follows, for the benefit of the Additional First-Priority Agent, Parent and each other party to the Intercreditor Agreement:
Section 1. Accession to the Intercreditor Agreement. The Additional First-Priority Agent (a) hereby accedes and becomes a party to the Intercreditor Agreement as an Additional First-Priority Agent and Authorized Representative for the Other First-Priority Secured Parties from time to time in respect of the Other First-Priority Obligations, (b) agrees, for itself and on behalf of the Other First-Priority Secured Parties from time to time in respect of the Other First-Priority Obligations, to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of an Additional First-Priority Agent and an Authorized Representative under the Intercreditor Agreement.
Section 2. Representations, Warranties and Acknowledgement of the Authorized Representative. The Additional First-Priority Agent represents and warrants to the other Authorized Representatives and the other First-Priority Secured Parties that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as the Additional First-Priority Agent, (b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Joinder Agreement, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement