Common use of Additional Intercreditor Agreement Clause in Contracts

Additional Intercreditor Agreement. At the request of the Company, in connection with the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the Company, the relevant Restricted Subsidiaries, the Trustee and the Security Agent shall enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities or immunities of the Trustee or Security Agent under this Indenture or the Intercreditor Agreement. As used herein, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Intercreditor Agreement.

Additional Intercreditor Agreement. (a) At the request of the Company, in connection with at the time of, or prior to, the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured that is permitted to share the Collateral or that is otherwise permitted to be secured on the Collateralincurred under this Indenture, the Company, the relevant Restricted SubsidiariesGuarantors, the Trustee and Trustee, the Security Agent shall and the Intercreditor Agent will (without the consent of Holders), to the extent authorized and permitted under the Intercreditor Agreement, enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall will not impose any personal obligations on the Trustee or Trustee, the Security Agent or, in or the opinion of the Trustee Intercreditor Agent or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Trustee, the Security Agent or the Intercreditor Agent under this the Indenture or the Intercreditor Agreement. As used herein. (b) At the written direction of the Company and without the consent of the Holders, the term “Trustee, the Security Agent and the Intercreditor Agent, to the extent authorized and permitted under the Intercreditor Agreement” , shall include references upon the written direction of the Company from time to time enter into one or more Additional Intercreditor Agreements to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Company or any Guarantors that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Guarantors thereto; (4) further secure the Notes (including any Additional Notes); or (5) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement that supplements will not impose any personal obligations on the Trustee, the Security Agent or replaces the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee, the Security Agent or the Intercreditor Agent under the Indenture or the Intercreditor Agreement. (c) Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of each Intercreditor Agreement and Additional Intercreditor Agreement, to have authorized the Trustee, Intercreditor Agent and the Security Agent to become a party to any such Intercreditor Agreement, and Additional Intercreditor Agreement, and any amendment referred to in Section 9 and the Trustee, the Intercreditor Agent or the Security Agent will not be required to seek the consent of any Holders to perform their respective obligations under and in accordance with this Article 14. (d) For the avoidance of doubt, the Intercreditor Agent will, subject to being indemnified or secured in accordance with this Indenture, take action or refrain from taking action in connection with this Indenture only as directed by the Trustee and subject to the Intercreditor Agreement. Dated as of November 30, 2016 STUDIO CITY COMPANY LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY SERVICES LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOTELS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative SCP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative SCIP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative SCP ONE LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative SCP TWO LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY DEVELOPMENTS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Deutsche Bank National Trust Company By: /s/ XXXXXX X.XXXXXXXX Name: XXXXXX X.XXXXXXXX Title: VICE PRESIDENT By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: Deutsche Bank National Trust Company By: /s/ XXXXXX X.XXXXXXXX Name: XXXXXX X.XXXXXXXX Title: VICE PRESIDENT By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] No. Promises to pay to Cede & Co. or its registered assigns, the principal sum of [NUMBER IN WORDS] on November 30, 2021. Interest Payment Dates: May 30 and November 30 Record Dates: May 15 and November 15 Dated: , 20 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: , 20 STUDIO CITY COMPANY LIMITED, as Company By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture. Dated: , 20 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authentication Agent for the Trustee By: Deutsche Bank National Trust Company By: Name: Title:

Additional Intercreditor Agreement. (a) At the request of the Company, in connection with at the time of, or prior to, the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured that is permitted to share the Collateral or that is otherwise permitted to be secured on the Collateralincurred under this Indenture, the Company, the relevant Restricted SubsidiariesGuarantors, the Trustee and Trustee, the Security Agent shall and the Intercreditor Agent will (without the consent of Holders), to the extent authorized and permitted under the Intercreditor Agreement, enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall will not impose any personal obligations on the Trustee or Trustee, the Security Agent or, in or the opinion of the Trustee Intercreditor Agent or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Trustee, the Security Agent or the Intercreditor Agent under this the Indenture or the Intercreditor Agreement. As used herein. (b) At the written direction of the Company and without the consent of the Holders, the term “Trustee, the Security Agent and the Intercreditor Agent, to the extent authorized and permitted under the Intercreditor Agreement” , shall include references upon the written direction of the Company from time to time enter into one or more Additional Intercreditor Agreements to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Company or any Guarantors that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Guarantors thereto; (4) further secure the Notes (including any Additional Notes); or (5) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement that supplements will not impose any personal obligations on the Trustee, the Security Agent or replaces the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee, the Security Agent or the Intercreditor Agent under the Indenture or the Intercreditor Agreement. (c) Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of each Intercreditor Agreement and Additional Intercreditor Agreement, to have authorized the Trustee, Intercreditor Agent and the Security Agent to become a party to any such Intercreditor Agreement, and Additional Intercreditor Agreement, and any amendment referred to in Section 9 and the Trustee, the Intercreditor Agent or the Security Agent will not be required to seek the consent of any Holders to perform their respective obligations under and in accordance with this Article 14. (d) For the avoidance of doubt, the Intercreditor Agent will, subject to being indemnified or secured in accordance with this Indenture, take action or refrain from taking action in connection with this Indenture only as directed by the Trustee and subject to the Intercreditor Agreement. Dated as of November 30, 2016 STUDIO CITY COMPANY LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY SERVICES LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOTELS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative SCP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative SCIP HOLDINGS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative SCP ONE LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative SCP TWO LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY DEVELOPMENTS LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Authorized Representative DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Deutsche Bank National Trust Company By: /s/ XXXXXX X. XXXXXXXX Name: XXXXXX X. XXXXXXXX Title: VICE PRESIDENT By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: Deutsche Bank National Trust Company By: /s/ XXXXXX X. XXXXXXXX Name: XXXXXX X. XXXXXXXX Title: VICE PRESIDENT By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President No. Promises to pay to Cede & Co. or its registered assigns, the principal sum of [NUMBER IN WORDS] November 30, 2019. Interest Payment Dates: May 30 and November 30 Record Dates: May 15 and November 15 Dated: , 20 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: , 20 STUDIO CITY COMPANY LIMITED, as Company By: Name: Title: Dated: , 20 DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authentication Agent for the Trustee By: Deutsche Bank National Trust Company By: Name: Title:

Additional Intercreditor Agreement. At the request of the CompanyIssuer, in connection with the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the Issuer, CCM, the Company, the relevant Restricted Subsidiaries, the Trustee and the Security Agent shall enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement Agreements (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement Agreements (or on terms that in the good faith judgment of the Company Issuer are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement Agreements or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Security Agent under this Indenture or the Intercreditor AgreementAgreements. As used herein, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Cabot Intercreditor Agreement or the Xxxxxx Intercreditor Agreement, as applicable.

Additional Intercreditor Agreement. At the request of the Company, in connection with the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the Company, the relevant Restricted Subsidiaries, the Trustee and the Security Agent shall enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities or immunities of the Trustee or Security Agent under this Indenture or the Intercreditor Agreement. As used herein, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Intercreditor Agreement.

Additional Intercreditor Agreement. (a) At the request of the CompanyIssuer, in connection with at the Incurrence time of, or refinancing by prior to, the Company or its Restricted Subsidiaries incurrence of any Indebtedness secured or that is permitted to be secured on share the Collateral, the CompanyIssuer, the relevant Restricted SubsidiariesGuarantors, the Trustee and the Security Agent shall enter into an additional intercreditor or agreement on terms substantially similar agreement or a restatement, amendment or other modification of to the existing Intercreditor Agreement (or an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as amendment to the Intercreditor Agreement (or on terms that in which amendment does not adversely affect the good faith judgment rights of the Company are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application Holders of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12Notes); provided that such Additional Intercreditor Agreement shall or additional intercreditor agreement will not impose any personal obligations on the Trustee or the Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Security Agent under this the Indenture or the Intercreditor Agreement. As used herein. (b) At the direction of the Issuer and without the consent of the Holders of the Notes, the term “Trustee and the Security Agent shall from time to time enter into one or more amendments to the Intercreditor Agreement” shall include references Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of such agreement, (2) increase the amount or types of Indebtedness covered by such agreement that may be incurred by the Issuer or a Guarantor that is subject to such agreement (including with respect to the Intercreditor Agreement or any additional intercreditor agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an additional intercreditor agreement, (4) further secure the Notes (including additional Notes), (5) make provision for equal and ratable pledges of the Collateral to secure additional Notes, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor Agreement or any additional intercreditor agreement in accordance with the terms thereof or (8) make any other change to any Additional such agreement that does not adversely affect the holders of the Notes in any material respect. (c) In relation to the Intercreditor Agreement or any additional intercreditor agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the holders of the Notes to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that supplements or replaces the Intercreditor Agreementsuch transaction would comply with Section 4.07.

Additional Intercreditor Agreement. (a) At the request of the Company, in connection with at the time of, or prior to, the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured that is permitted to share the Collateral or that is otherwise permitted to be secured on the Collateralincurred under this Indenture, the Company, the relevant Restricted SubsidiariesGuarantors, the Trustee and Trustee, the Security Agent shall and the Intercreditor Agent will (without the consent of Holders), to the extent authorized and permitted under the Intercreditor Agreement, enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall will not impose any personal obligations on the Trustee or Trustee, the Security Agent or, in or the opinion of the Trustee Intercreditor Agent or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee Trustee, the Security Agent or Security the Intercreditor Agent under this Indenture or the Intercreditor Agreement. As used herein. (b) At the written direction of the Company and without the consent of the Holders, the term “Trustee, the Security Agent and the Intercreditor Agent, to the extent authorized and permitted under the Intercreditor Agreement” , shall include references upon the written direction of the Company from time to time enter into one or more Additional Intercreditor Agreements to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Company or any Guarantors that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Guarantors thereto; (4) further secure the Notes (including any Additional Notes); or (5) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement that supplements will not impose any personal obligations on the Trustee, the Security Agent or replaces the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee, the Security Agent or the Intercreditor Agent under this Indenture or the Intercreditor Agreement. (c) Each Holder, by accepting a Note, will be deemed to have agreed to and accepted the terms and conditions of each Intercreditor Agreement and Additional Intercreditor Agreement, to have authorized the Trustee, Intercreditor Agent and the Security Agent to become a party to any such Intercreditor Agreement, Additional Intercreditor Agreement, or accession or amendment to the Intercreditor Agreement and the Trustee, the Intercreditor Agent or the Security Agent will not be required to seek the consent of any Holders to perform their respective obligations under and in accordance with this Section 14.02. (d) For the avoidance of doubt, the Intercreditor Agent will, subject to being indemnified or secured in accordance with this Indenture, take action or refrain from taking action in connection with this Indenture only as directed by the Trustee and subject to the Intercreditor Agreement. Dated as of February 16, 2022 STUDIO CITY COMPANY LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY INVESTMENTS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS TWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS THREE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOLDINGS FOUR LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory [SIGNATURE PAGE - INDENTURE] STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory [SIGNATURE PAGE - INDENTURE] STUDIO CITY ENTERTAINMENT LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOTELS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP HOLDINGS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY HOSPITALITY AND SERVICES LIMITED By: /s/ Xxxx Xxxxxxx Xxxxxxx Name: Xxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCP ONE LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory [SIGNATURE PAGE - INDENTURE] SCP TWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY DEVELOPMENTS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory SCIP HOLDINGS LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY RETAIL SERVICES LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory STUDIO CITY (HK) TWO LIMITED By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory [SIGNATURE PAGE - INDENTURE] DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar and Transfer Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] No. __ Promises to pay to Cede & Co. or its registered assigns, the principal sum of __________ [NUMBER IN WORDS] on February 15, 2027. Interest Payment Dates: February 15 and August 15 Record Dates: January 31 and July 31 Dated: _______________, 20__ IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by the duly authorized officers referred to below. Dated: _______________, 20__ STUDIO CITY COMPANY LIMITED, as Company By: Name: Title: Dated: _______________, 20__ DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authentication Agent for the Trustee By: Name: Title:

Additional Intercreditor Agreement. (a) At the request of the CompanyIssuer, in connection with at the Incurrence time of, or refinancing by prior to, the Company or its Restricted Subsidiaries incurrence of any Indebtedness secured by, or that is permitted to be secured on share the Collateral, the CompanyIssuer, the relevant Restricted SubsidiariesGuarantors, the Trustee and the Security Agent shall enter into an additional intercreditor or agreement on terms substantially similar agreement or a restatement, amendment or other modification of to the existing Intercreditor Agreement (or an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as amendment to the Intercreditor Agreement (or on terms that which amendment in the good faith judgment of the Company are Issuer does not materially less favorable to adversely affect the Holders), including containing substantially the same terms with respect to the application rights of the proceeds Holders of the collateral held thereunder and the means of enforcementNotes in any material respect), it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not additional intercreditor agreement will be deemed to be less favorable on substantially similar terms to the Intercreditor Agreement and will be deemed not to adversely affect the rights of the Holders of the Notes and shall will be permitted by this Section 12.05 if covenant if, in each case, the incurrence of such Indebtedness and any Lien in its favor is permitted by Section Sections 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall or additional intercreditor agreement will not impose any personal obligations on the Trustee or the Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Security Agent under this Indenture or the Intercreditor Agreement. As used herein. (b) At the direction of the Issuer and without the consent of the Holders of the Notes, the term “Trustee and the Security Agent shall from time to time enter into one or more amendments to the Intercreditor Agreement” shall include references Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of such agreement, (2) increase the amount or types of Indebtedness covered by such agreement that may be incurred by the Issuer or a Guarantor that is subject to such agreement (including with respect to the Intercreditor Agreement or any additional intercreditor agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an additional intercreditor agreement, (4) further secure the Notes (including Additional Notes), (5) make provision for equal and ratable pledges of the Collateral to secure additional Notes, (6) implement any Permitted Collateral Liens, (7) amend the Intercreditor Agreement or any additional intercreditor agreement in accordance with the terms thereof or (8) make any other change to any Additional such agreement that does not adversely affect the holders of the Notes in any material respect. (c) In relation to the Intercreditor Agreement or any additional intercreditor agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the holders of the Notes to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that supplements such transaction would comply with Section 4.07. (d) Each Holder of a Note, by accepting such Note, shall be deemed to have agreed to and accepted the terms and conditions of each Intercreditor Agreement and additional intercreditor agreement, and any amendments thereto, and the Trustee or replaces the Security Agent shall not be required to seek the consent of any Holders of the Notes to perform its obligations under and in accordance with this Section 4.13 and shall be authorized by holders of the Notes to enter into any one or more additional intercreditor agreements or amendments to the Intercreditor AgreementAgreement as contemplated above.

Additional Intercreditor Agreement. At the request of the CompanyIssuer, in connection with the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the Issuer, CCM, the Company, the relevant Restricted Subsidiaries, the Trustee and the Security Agent shall enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement Agreements (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement Agreements (or on terms that in the good faith judgment of the Company Issuer are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement Agreements or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Security Agent under this Indenture or the Intercreditor AgreementAgreements. As used herein, the term “Intercreditor AgreementAgreements” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Cabot Intercreditor Agreement or the Xxxxxx Intercreditor Agreement.

Additional Intercreditor Agreement. (A) At the request of the Company, in connection with at the Incurrence time of, or refinancing by prior to, the Company or its Restricted Subsidiaries incurrence of any Indebtedness secured that is permitted to share the Collateral or that is otherwise permitted to be secured on the Collateralincurred under this Indenture, the Company, the relevant Restricted SubsidiariesGuarantors, the Trustee and the Security Agent shall Collateral Trustee will (without the consent of Holders), to the extent authorized and permitted under the Intercreditor Agreement, enter into such amendments, supplements or agreements as necessary to add the obligees of such Indebtedness and/or any representative(s) thereof as party to the Intercreditor Agreement, or an intercreditor or similar agreement or a restatement, amendment or other modification of the existing additional Intercreditor Agreement (an the “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such amendments, supplements, agreements or such Additional Intercreditor Agreement shall will not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Collateral Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Security Agent the Collateral Trustee under this the Indenture or the Intercreditor Agreement. As used herein. (B) At the written direction of the Company and without the consent of the Holders, the term “Trustee and the Collateral Trustee, to the extent authorized and permitted under the Intercreditor Agreement” , shall include references upon the written direction of the Company from time to time enter into one or more Additional Intercreditor Agreements or amendments or supplements of the Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency therein; (2) increase the amount of Indebtedness permitted to be incurred or issued under this Indenture of the types covered thereby that may be incurred by the Company or any Company Indenture Party that is subject thereto (including the addition of provisions relating to new Indebtedness); (3) add Guarantors thereto; (4) further secure the Notes (including any Additional Notes); (5) [allow any successor Trustee and/or Collateral Trustee to accede as a party thereto;] or (6) make any other such change thereto that does not adversely affect the rights of holders of the Notes in any material respect; provided that such Additional Intercreditor Agreement that supplements will not impose any personal obligations on the Trustee or replaces the Collateral Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Trustee under the Indenture or the Intercreditor Agreement. (C) In executing any execution of the Additional Intercreditor Agreement or the amendments or supplements of the Intercreditor Agreement in accordance with this Section 14.02, the Trustee and the Collateral Trustee, as the case may be will be entitled to receive, and (subject to Sections 10.01 and 10

Additional Intercreditor Agreement. At the request of the CompanyIssuer, in connection with the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the Issuer, CCM, the Company, the relevant Restricted Subsidiaries, the Trustee and the Security Agent shall enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company Issuer are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Security Agent under this Indenture or the Intercreditor Agreement. As used herein, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Intercreditor AgreementAgreement entered into on September 20, 2012.

Additional Intercreditor Agreement. At the request of the CompanyIssuer, in connection with the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the MFG, MFI, the Company, the Issuer, the relevant Restricted Subsidiaries, the Trustee and the Security Agent shall enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company Issuer are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Security Agent under this Indenture or the Intercreditor Agreement. As used herein, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Intercreditor AgreementAgreement entered into on or prior to the Issue Date.

Additional Intercreditor Agreement. At the request of the CompanyIssuer, in connection with the Incurrence or refinancing by the Company or its Restricted Subsidiaries of any Indebtedness secured or permitted to be secured on the Collateral, the Issuer, CCM, the Company, the relevant Restricted Subsidiaries, the Trustee and the Security Agent shall enter into an intercreditor or similar agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) with the holders of such Indebtedness (or their duly authorized representatives) on substantially the same terms as the Intercreditor Agreement (or on terms that in the good faith judgment of the Company Issuer are not materially less favorable to the Holders), including containing substantially the same terms with respect to the application of the proceeds of the collateral held thereunder and the means of enforcement, it being understood that an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement or Additional Intercreditor Agreement shall not be deemed to be less favorable to the Holders and shall be permitted by this Section 12.05 if the incurrence of such Indebtedness and any Lien in its favor is permitted by Section 4.09 and Section 4.12; provided that such Additional Intercreditor Agreement shall not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security AgentTrustee, adversely affect the rights, duties, liabilities, indemnities liabilities or immunities of the Trustee or Security Agent under this Indenture or the Intercreditor Agreement. As used herein, the term “Intercreditor Agreement” shall include references to any Additional Intercreditor Agreement that supplements or replaces the Intercreditor AgreementAgreement entered into on or prior to the Issue Date.