Common use of Additional and/or Refinancing Debt Clause in Contracts

Additional and/or Refinancing Debt. (a) The Creditors acknowledge that the Debtors (or any of them) may wish to: (i) incur additional Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional Borrowing Liabilities; or (ii) refinance Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional Borrowing Liabilities, which, in any such case, are intended to rank pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing Liabilities and/or to share in any existing Common Transaction Security behind such existing Liabilities. (b) Subject to Clause 2.5 (Anti-layering), without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the Creditors confirm that if and to the extent a financing or refinancing referred to in paragraph (a) above and such ranking and such Security is not prohibited by the terms of the Debt Documents at such time, they will (at the cost of the Debtors) co-operate with the Debtors with a view to enabling such financing or refinancing and such sharing in the Common Transaction Security to take place. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises and directs each of their Creditor Representatives, the Intercreditor Agent and the Common Security Agent (as applicable) to execute any amendment to this Agreement and such other Debt Documents required to reflect such arrangements to the extent such financing, refinancing and/or sharing is not prohibited by such Debt Documents.

Additional and/or Refinancing Debt. (a) The Creditors acknowledge that the Debtors (or any of them) may wish to: to (ia) incur additional incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional incremental Borrowing Liabilities; or Liabilities or (iib) refinance Borrowing Liabilities and/or incur Guarantee Liabilities in respect of any such additional refinancing of Borrowing Liabilities, which, which in any such case, case are intended to rank and/or share any existing Security pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing Liabilities and/or to share in any existing Common Transaction Security behind such any existing Liabilities. (b) Subject to Clause 2.5 (Anti-layering), without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the . The Creditors confirm that if and to the extent such a financing or refinancing referred to in paragraph (a) above and such ranking and such Security is not prohibited permitted by the terms of the Debt Documents at such time, they will (at the cost of the Debtors) co-operate with the Debtors with a view to enabling such financing or refinancing and such sharing in the Common Transaction Security to take place. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises and directs each of their Creditor RepresentativesSenior Lenders, the Intercreditor Agent Senior Secured Noteholders, the Pari Passu Creditors, the Second Lien Lenders, the Second Lien Noteholders, the High Yield Lenders, the High Yield Noteholders, the Unsecured Lenders and the Common Security Unsecured Noteholders hereby authorise and direct their Agent (as applicable) to and such Agent shall, and the Hedge Counterparties agree that they shall, execute any amendment to this Agreement and such other Debt Documents that are reasonably required to reflect such arrangements to the extent such financing, refinancing and/or sharing is not prohibited permitted by such Debt Documents. (b) The Debtors may not incur any Borrowing Liabilities or Guarantee Liabilities which: (i) fall within paragraph (c) of the definition of Secured Obligations; but (ii) do not fall within paragraphs (a) or (b) of the definition of Secured Obligations, unless additional Security is granted in favour of the Secured Parties over the assets secured by each Pre-Effective Date Security Document.

Additional and/or Refinancing Debt. (a) The Creditors and the Operating Facility Lenders acknowledge that the Debtors (or any of them) may wish to: (i) incur additional incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional incremental Borrowing Liabilities; or (ii) refinance or replace Borrowing Liabilities and/or incur Guarantee Liabilities in respect of any such additional refinancing or replacement of Borrowing Liabilities, which, which in any such case, are case is intended to rank pari passu with or in priority to any existing other Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing other Liabilities and/or to share in any existing Common Transaction Security behind any such existing other Liabilities. (b) Subject to Clause 2.5 (Anti-layering)The Creditors and the Operating Facility Lenders each confirm and undertake that, without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the Creditors confirm that if and to the extent a financing financing, refinancing or refinancing replacement referred to in paragraph (a) above and such ranking and such Security is not prohibited by the terms of the Debt Documents Financing Agreements at such time, they will (at the cost of the Debtors) co-operate with the Parent and the Debtors with a view to enabling and facilitating such financing financing, refinancing or refinancing replacement and such sharing in the Common Transaction Security to take placeplace in a timely manner. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises authorise and directs direct each of their Creditor Representatives, the Intercreditor Agent respective Agents and the Common Security Agent to (as applicableunless such Secured Party is required under applicable law to act in its own name, in which case it shall) to execute any amendment to this Agreement and such other Debt Documents required by the Parent to reflect reflect, enable and/or facilitate any such arrangements (including as regards the ranking of any such arrangements) to the extent such financing, refinancing refinancing, replacement and/or sharing is not prohibited by such the Debt DocumentsFinancing Agreements to which the relevant Secured Party is a party. This Clause 2.5 is without prejudice to any obligations of any Secured Party set out in or contemplated by Clause 16 (Additional debt).

Additional and/or Refinancing Debt. (a) The Creditors acknowledge that the Debtors (or any of them) may wish to: to (ia) incur additional incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional incremental Borrowing Liabilities; or Liabilities (iior other liabilities permitted to be incurred under the Senior Secured Notes Indenture and secured by the Transaction Security) or (b) refinance Borrowing Liabilities and/or incur Guarantee Liabilities in respect of any such additional refinancing of Borrowing LiabilitiesLiabilities (or other liabilities), which, which in any such case, case are intended to rank and/or share any existing Security pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing Liabilities and/or to share in any existing Common Transaction Security behind such any existing Liabilities. Liabilities (b) Subject or may rank senior to Clause 2.5 (Anti-layeringSenior Secured Notes Liabilities in respect of proceeds of enforcement of collateral to the extent permitted under the Senior Secured Notes Indenture), without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the . The Creditors confirm that if and to the extent such a financing or refinancing referred to in paragraph (a) above and such ranking and such Security is not prohibited by the terms of the Debt Documents at such time, they will (at the cost of the Debtors) co-operate with the Debtors with a view to enabling such financing or refinancing and such sharing in the Common Transaction Security to take place. In particular, but without limitation, each of the Secured Parties Primary Creditor hereby irrevocably authorises and directs its relevant Agent to, and each of their Creditor RepresentativesHedge Counterparty agrees to, the Intercreditor Agent and the Common Security Agent (as applicable) to execute any amendment to this Agreement and such other Debt Documents required to reflect such arrangements to the extent such financing, refinancing and/or sharing is not prohibited by such Debt Documents.

Additional and/or Refinancing Debt. (a) The Creditors and the Operating Facility Lenders acknowledge that the Debtors (or any of them) may wish to: (i) incur additional incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional incremental Borrowing Liabilities; or (ii) refinance or replace Borrowing Liabilities and/or incur Guarantee Liabilities in respect of any such additional refinancing or replacement of Borrowing Liabilities, which, which in any such case, are case is intended to rank pari passu with or in priority to any existing other Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing other Liabilities and/or to share in any existing Common Transaction Security behind any such existing other Liabilities. (b) Subject to Clause 2.5 (Anti-layering)The Creditors and the Operating Facility Lenders each confirm and undertake that, without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the Creditors confirm that if and to the extent a financing financing, refinancing or refinancing replacement referred to in paragraph (a) above and such ranking and such Security is not prohibited by the terms of the Debt Documents Financing Agreements at such time, they will (at the cost of the Debtors) co-operate with the Parent and the Debtors with a view to enabling and facilitating such financing financing, refinancing or refinancing replacement and such sharing in the Common Transaction Security to take placeplace in a timely manner. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises authorise and directs direct each of their Creditor Representatives, the Intercreditor Agent respective Agents and the Common Security Agent (as applicable) to execute any amendment to this Agreement and such other Debt Documents required by the Parent to reflect reflect, enable and/or facilitate any such arrangements (including as regards the ranking of any such arrangements) to the extent such financing, refinancing refinancing, replacement and/or sharing is not prohibited by such the Debt DocumentsFinancing Agreements to which the relevant Secured Party is a party. This Clause 2.5 is without prejudice to any obligations of any Secured Party set out in or contemplated by Clause 16 (Additional Debt).

Additional and/or Refinancing Debt. (a) The Creditors acknowledge that the Debtors (or any of them) may wish to: to (ia) incur additional incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional incremental Borrowing Liabilities; or Liabilities or (iib) refinance Borrowing Liabilities and/or incur Guarantee Liabilities in respect of any such additional refinancing of Borrowing Liabilities, which, which in any such case, case are intended to rank and/or share any existing Security pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing Liabilities and/or to share in any existing Common Transaction Security 84894163_20 behind such any existing Liabilities. (b) Subject to Clause 2.5 (Anti-layering), without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the . The Creditors confirm that if and to the extent such a financing or refinancing referred to in paragraph (a) above and such ranking and such Security is not prohibited permitted by the terms of the Debt Documents at such time, they will (at the cost of the Debtors) co-operate with the Debtors with a view to enabling such financing or refinancing and such sharing in the Common Transaction Security to take place. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises and directs each of their Creditor RepresentativesSenior Lenders, the Intercreditor Agent Senior Secured Noteholders, the Pari Passu Creditors, the Second Lien Lenders, the Second Lien Noteholders, the High Yield Lenders, the High Yield Noteholders, the Unsecured Lenders and the Common Security Unsecured Noteholders hereby authorise and direct their Agent (as applicable) to and such Agent shall, and the Hedge Counterparties agree that they shall, execute any amendment to this Agreement and such other Debt Documents that are reasonably required to reflect such arrangements to the extent such financing, refinancing and/or sharing is not prohibited permitted by such Debt Documents. (b) The Debtors may not incur any Borrowing Liabilities or Guarantee Liabilities which: (i) fall within paragraph (c) of the definition of Secured Obligations; but (ii) do not fall within paragraphs (a) or (b) of the definition of Secured Obligations,

Additional and/or Refinancing Debt. (a) The Creditors and the Operating Facility Lenders acknowledge that the Debtors (or any of them) may wish to: (i) incur additional incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional incremental Borrowing Liabilities; or (ii) refinance or replace Borrowing Liabilities and/or incur Guarantee Liabilities in respect of any such additional refinancing or replacement of Borrowing Liabilities, which, which in any such case, are case is intended to rank pari passu with or in priority to any existing other Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing other Liabilities and/or to share in any existing Common Transaction Security behind any such existing other Liabilities. (b) Subject to Clause 2.5 (Anti-layering)The Creditors and the Operating Facility Lenders each confirm and undertake that, without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the Creditors confirm that if and to the extent a financing financing, refinancing or refinancing replacement referred to in paragraph (a) above and such ranking and such Security is not prohibited by the terms of the Debt Documents Financing Agreements at such time, they will (at the cost of the Debtors) co-operate with the Parent and the Debtors with a view to enabling and facilitating such financing financing, refinancing or refinancing replacement and such sharing in the Common Transaction Security to take placeplace in a timely manner. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises and directs each of their Creditor Representatives, the Intercreditor Agent respective Agents and the Common Security Agent (as applicable) to execute any amendment to this Agreement and such other Debt Documents required by the Parent to reflect reflect, enable and/or facilitate any such arrangements (including as regards the ranking of any such arrangements) to the extent such financing, refinancing refinancing, replacement and/or sharing is not prohibited by such the Debt DocumentsFinancing Agreements to which the relevant Secured Party is a party. This Clause 2.5 is without prejudice to any obligations of any Secured Party set out in or contemplated by Clause 16 (Additional Debt).

Additional and/or Refinancing Debt. (a) The Creditors acknowledge that the Debtors (or any of them) may wish to: to (ia) incur additional incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional incremental Borrowing Liabilities; or Liabilities or (iib) refinance Borrowing Liabilities and/or incur Guarantee Liabilities in respect of any such additional refinancing of Borrowing Liabilities, which, which in any such case, case are intended to rank and/or share any existing Security pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing Liabilities and/or to share in any existing Common Transaction Security behind such any existing Liabilities. (b) Subject to Clause 2.5 (Anti-layering), without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the . The Creditors confirm that if and to the extent such a financing or refinancing referred to in paragraph (a) above and such ranking and such Security is not prohibited permitted by the terms of the Debt Documents at such time, they will (at the cost of the Debtors) co-operate with the Debtors with a view to enabling such financing or refinancing and such sharing in the Common Transaction Security to take place. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises and directs each of their Creditor RepresentativesSenior Lenders, the Intercreditor Agent Senior Secured Noteholders, the Pari Passu Creditors, the Second Lien Lenders, the Second Lien Noteholders, the High Yield Lenders, the High Yield Noteholders, the Unsecured Lenders and the Common Security Unsecured Noteholders hereby authorise and direct their Agent (as applicable) to and such Agent shall, and the Hedge Counterparties agree that they shall, execute any amendment to this Agreement and such other Debt Documents that are reasonably required to reflect such arrangements to the extent such financing, refinancing and/or sharing is not prohibited permitted by such Debt Documents. (b) The Debtors may not incur any Borrowing Liabilities or Guarantee Liabilities which: (i) fall within paragraph (c) of the definition of Secured Obligations; but (ii) do not fall within paragraphs (a) or (b) of the definition of Secured Obligations,

Additional and/or Refinancing Debt. (a) The Creditors acknowledge that the Debtors (or any of them) may may, in accordance with the terms of the Pari Passu Debt Documents, wish to: (i) incur additional incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional incremental Borrowing Liabilities; or (ii) refinance or replace Borrowing Liabilities and/or incur Guarantee Liabilities in respect of any such additional refinancing or replacement of Borrowing Liabilities, which, which in any such case, are case is intended to rank pari passu with or in priority to any existing other Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing other Liabilities and/or to share in any existing Common Transaction Security behind any such existing other Liabilities. (b) Subject to Clause 2.5 (Anti-layering)The Creditors each confirm and undertake that, without limiting the generality of any other applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the Creditors confirm that if and to the extent a financing financing, refinancing or refinancing replacement referred to in paragraph (a) above and such ranking and such Transaction Security is not prohibited by the terms of the Pari Passu Debt Documents at such time, they will (at the cost of the Debtors) co-operate with the Parent and the Debtors with a view to enabling and facilitating such financing financing, refinancing or refinancing replacement and such sharing in the Common Transaction Security to take placeplace in a timely manner. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises and directs each of their respective Creditor Representatives, the Intercreditor Agent Representatives and the Common Security Agent (as applicable) to execute any amendment to this Agreement and such other Debt Documents required by Parent to reflect reflect, enable and/or facilitate any such arrangements to the extent such financing, refinancing refinancing, replacement and/or sharing is not prohibited by such the Pari Passu Debt DocumentsDocuments to which it they are party.

Additional and/or Refinancing Debt. (a) The Creditors hereby acknowledge and agree that the Debtors (or any of them) may wish shall be permitted, subject to Clause 16 (New Debt Financings), to: (ia) incur additional or have incurred incremental Borrowing Liabilities and/or Guarantee Liabilities in respect of such additional New Debt Financings including any incremental Borrowing Liabilities; orand/or (iib) refinance refinance, replace or otherwise restructure (in whole or in part from time to time) Borrowing Liabilities (or any other liabilities and obligations subject to the terms of this Agreement from time to time) with the proceeds of such New Debt Financings and/or incur Guarantee Liabilities in respect of any such additional refinancing, replacement or restructuring of Borrowing Liabilities, whichGuarantee Liabilities and/or other liabilities, including by way of New Debt Financings, which in any such case, are case is intended to rank pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) and/or share pari passu with or in priority to any existing Liabilities (but not in priority to the Super Senior Liabilities) in any existing Common Transaction Security and/or to rank behind any existing Liabilities and/or to share in any existing Common Transaction Security behind such existing Liabilities. (b) Subject to Clause 2.5 (Anti-layering)Liabilities provided that, without limiting the generality in all cases, such incurring, refinancing, replacing or restructuring of any other indebtedness including any New Debt Financing and the grant of the applicable provision of this Agreement including Clause 25.11 (Accession of Credit Facility Creditors under New Credit Facilities), the Creditors confirm that if and to the extent a financing or refinancing referred to Security in paragraph (a) above and such ranking and such Security relation thereto is not prohibited under the Finance Documents, and each Party irrevocably consents and agrees that any such incurrence of indebtedness and the grant of applicable Security in relation thereto is permitted to be made by the terms any member of the Group or Third Party Security Provider subject only to the conditions set out in Clause 16 (New Debt Documents at such time, they will (at Financings) and notwithstanding anything else to the cost of the Debtors) co-operate with the Debtors with a view to enabling such financing or refinancing and such sharing contrary in the Common Transaction Security to take place. In particular, but without limitation, each of the Secured Parties hereby irrevocably authorises and directs each of their Creditor Representatives, the Intercreditor Agent and the Common Security Agent (as applicable) to execute any amendment to this Agreement and such or any other Debt Documents required to reflect such arrangements to the extent such financing, refinancing and/or sharing is not prohibited by such Debt DocumentsDocument.