Common use of Amendments to the Intercreditor Agreement and Additional Intercreditor Agreements Clause in Contracts

Amendments to the Intercreditor Agreement and Additional Intercreditor Agreements. ‌ (a) In connection with the Incurrence of any Indebtedness by the Issuer:‌ (1) that is permitted or not prohibited by this Indenture to be Incurred pursuant to Section 4.06 and either to share in the Collateral or to rank pari passu or junior in right of payment to the Notes; or (2) the proceeds of which are used, in whole or in part, to refinance the Notes or Indebtedness referred to in Section 4.15(a)(1), the Trustee and the Security Agent shall, at the request of the Issuer and without the consent of the Holders, enter into with the Issuer and the holders of such Indebtedness (or their duly authorized representatives) one or more intercreditor agreements or deeds (including a restatement, replacement, amendment or other modification of the Intercreditor Agreement) (an “Additional Intercreditor Agreement”), on substantially the same terms as the Intercreditor Agreement (or terms that are not materially less favorable to the Holders) and substantially similar as applies to sharing of the proceeds of security and enforcement of security, priority and release of security; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or adversely affect the personal rights, duties, liabilities, indemnification or immunities of the Trustee or the Security Agent under this Indenture or the Intercreditor Agreement. In connection with the foregoing, the Issuer shall furnish to the Trustee such documentation in relation thereto as it may reasonably require, including the documents required by Section 14.03. As used herein, a reference to the Intercreditor Agreement will also include any Additional Intercreditor Agreement. (b) In relation to the Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.04.‌ (c) At the written direction of the Issuer (accompanied by the documents required by Section 14.03) and without the consent of the Holders, the Trustee and the Security Agent (subject to the terms of the Intercreditor Agreement) shall from time to time enter into one or more amendments or supplements to any Intercreditor Agreement, Additional Intercreditor Agreement or Security Document to:‌ (1) cure any ambiguity, omission, error, defect or inconsistency of any such agreement; (2) increase the amount or types of Indebtedness covered by any such Intercreditor Agreement or Additional Intercreditor Agreement that may be Incurred by the Issuer that is subject to any such Intercreditor Agreement or Additional Intercreditor Agreement (provided that such Indebtedness is Incurred in compliance with or not prohibited by this Indenture); (3) further secure the Notes (including Additional Notes); or (4) make any other change to any such agreement that does not adversely affect the Holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement without the consent of the Holders of at least 66.7% of the aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article IX or as otherwise permitted by the terms of such Intercreditor Agreement or Additional Intercreditor Agreement, and the Issuer may only direct the Trustee or Security Agent to enter into any amendment to the extent such amendment or supplement does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or any Intercreditor Agreement or Additional Intercreditor Agreement. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or Additional Intercreditor Agreement and any amendment, restatement or other modification referred to in Sections 4.15(a), (b) or (c) (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have authorized and directed the Trustee and the Security Agent and any other creditor representative or collateral agent on behalf of the Holders of Notes to enter into the Intercreditor Agreement and any Additional Intercreditor Agreement on each Holder’s behalf. (e) A copy of the Intercreditor Agreement or an Additional Intercreditor Agreement shall be made available to the Holders upon request to the Issuer and shall be made available for inspection during normal business hours on any Business Day upon prior written request at the office of the Issuer and, if and so long as the Notes are listed on the Exchange and the rules of the Exchange so require, shall be made available to the extent and in the manner permitted by such rules.

Amendments to the Intercreditor Agreement and Additional Intercreditor Agreements. ‌ (a) In connection with the Incurrence incurrence of any Indebtedness by the Issuer:‌ (1) Parent or any of its Restricted Subsidiaries that is permitted or not prohibited by this Indenture to be Incurred pursuant to Section 4.06 and either to share in the Collateral or to rank pari passu or junior (and which Parent elects shall share in right of payment to the Notes; or (2) the proceeds of which are used, in whole or in part, to refinance the Notes or Indebtedness referred to in Section 4.15(a)(1Collateral), the Trustee and the Security Agent shall, at the written request of the Issuer and without the consent of the HoldersParent or an Issuer, enter into with Parent, the Issuer relevant Restricted Subsidiaries and the holders of such Indebtedness (or their duly authorized representatives) one or more intercreditor agreements or deeds (including a restatement, replacement, amendment or other modification of the Intercreditor Agreement) (an “Additional Intercreditor Agreement”), on substantially the same terms as the #94579868v11 Intercreditor Agreement (or terms that are not materially less favorable to the Holders) and substantially similar as applies to sharing of the proceeds of security and enforcement of security, priority and release of security; provided provided, that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or adversely affect the personal rights, protections, duties, liabilities, indemnification indemnifications or immunities of the Trustee or the Security Agent under this Indenture or the Intercreditor Agreement. In connection with the foregoing, Parent or the Issuer Issuers shall furnish to the Trustee and the Security Agent such documentation in relation thereto as it they may reasonably require, including the documents required by Section 14.03. As used herein, a reference to the Intercreditor Agreement will also include any Additional Intercreditor Agreement. (b) In relation to the Intercreditor Agreement, the Trustee shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.04.‌‎Section 4.04. (c) At the written direction of Parent or the Issuer (accompanied by the documents required by Section 14.03) Issuers and without the consent of the Holders, the Trustee and the Security Agent (subject to the terms of the Intercreditor Agreement) shall from time to time enter into one or more amendments or supplements to any Intercreditor Agreement, Additional Intercreditor Agreement or Security Document to:‌ to: (1i) cure any ambiguity, omission, error, defect or inconsistency of any such agreement; , (2ii) increase the amount or types of Indebtedness covered by any such Intercreditor Agreement or Additional Intercreditor Agreement that may be Incurred incurred by the Issuer Parent or its Restricted Subsidiaries that is subject to any such Intercreditor Agreement or Additional Intercreditor Agreement (provided that such Indebtedness is Incurred incurred in compliance with or not prohibited by this Indenture); , (3iii) add Guarantors or other Restricted Subsidiaries as third-party security providers to the Intercreditor Agreement, (iv) further secure the Notes (including Additional Notes); or , (4v) make provision for pledges of the Collateral to secure Additional Notes or to implement any Permitted Liens or (vi) make any other change to any such agreement that does not adversely affect the Holders of Notes in any material respect. The Issuer Parent or the Issuers shall not otherwise direct the Trustee or Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement without the consent of the Holders of at least 66.7% of the aggregate principal amount of the Notes then outstandingRequired Holders, except as otherwise permitted under Article IX ‎Article 9 or as otherwise permitted by the terms of such Intercreditor Agreement or Additional Intercreditor Agreement, and Parent or the Issuer Issuers may only direct the Trustee or Security Agent to enter into any amendment to the extent such amendment or supplement does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, protections, duties, liabilities liabilities, indemnifications or immunities under this Indenture or any Intercreditor Agreement or Additional Intercreditor Agreement. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Additional Intercreditor Agreement and any amendment, restatement or other modification referred to in Sections 4.15(a), (b) or (c) (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have authorized and directed the Trustee and the Security Agent and any other creditor representative or collateral agent on behalf of the Holders of Notes to enter into the Intercreditor Agreement and any Additional Intercreditor Agreement on each Holder’s behalf. (e) A copy of the Intercreditor Agreement or an Additional Intercreditor Agreement shall be made available to the Holders upon request to the Issuer and shall be made available for inspection during normal business hours on any Business Day upon prior written request at the office of the Issuer and, if and so long as the Notes are listed on the Exchange and the rules of the Exchange so require, shall be made available to the extent and in the manner permitted by such rules.. #94579868v11

Amendments to the Intercreditor Agreement and Additional Intercreditor Agreements. ‌ (a) In connection with the Incurrence of any Indebtedness by the Issuer:‌ (1) Issuer, the Company or any of the Restricted Subsidiaries that is permitted or not prohibited by this Indenture to be Incurred pursuant to Section 4.06 and either to share in the Collateral or to rank pari passu or junior (and which the Company elects shall share in right of payment to the Notes; or (2) the proceeds of which are used, in whole or in part, to refinance the Notes or Indebtedness referred to in Section 4.15(a)(1Collateral), the Trustee and the Security Agent shall, at the request of the Issuer and without the consent of the HoldersCompany, enter into with the Issuer Issuer, the Company and the relevant Restricted Subsidiaries and the holders of such Indebtedness (or their duly authorized representatives) one or more intercreditor agreements or deeds (including a restatement, replacement, amendment or other modification of the Intercreditor Agreement) (an “Additional Intercreditor Agreement”), on substantially the same terms as the Intercreditor Agreement (or terms that are not materially less favorable to the Holders) and substantially similar as applies to sharing of the proceeds of security and enforcement of security, priority and release of security; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Security Agent or adversely affect the personal rights, duties, liabilities, indemnification or immunities of the Trustee or the Security Agent under this Indenture or the Intercreditor Agreement. In connection with the foregoing, the Issuer shall furnish to the Trustee such documentation in relation thereto as it may reasonably require, including the documents required by Section 14.03. As used herein, a reference to the Intercreditor Agreement will also include any Additional Intercreditor Agreement. In formulating its opinion on such matters, the Trustee and the Security Agent shall each be entitled to request and rely absolutely on such evidence as it deems appropriate, including an Officer’s Certificate and an Opinion of Counsel. (b) In relation to the Intercreditor Agreement, the Trustee shall consent on behalf of the Holders holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with the covenant described herein under Section 4.04.‌4.07. (c) At the written direction of the Issuer (accompanied by the documents required by Section 14.03) and without the consent of the Holders, the Trustee and the Security Agent (subject to the terms of the Intercreditor Agreement) shall from time to time enter into one or more amendments or supplements to any Intercreditor Agreement, Additional Intercreditor Agreement or Security Document to:‌ to: (1) cure any ambiguity, omission, error, defect or inconsistency of any such agreement; , (2) increase the amount or types of Indebtedness covered by any such Intercreditor Agreement or Additional Intercreditor Agreement that may be Incurred by the Issuer Issuer, the Company or the Restricted Subsidiaries that is subject to any such Intercreditor Agreement or Additional Intercreditor Agreement (provided that such Indebtedness is Incurred in compliance with or not prohibited by this Indenture); , (3) add Guarantors or other Restricted Subsidiaries to the Intercreditor Agreement, (4) further secure the Notes (including Additional Notes); or , (45) make provision for equal and ratable pledges of the Collateral to secure Additional Notes or to implement any Permitted Collateral Liens or (6) make any other change to any such agreement that does not adversely affect the rights of the Holders of Notes in any material respect. The Issuer shall not otherwise direct the Trustee or Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement without the consent of the Holders of at least 66.7% of the a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article IX 9 or as otherwise permitted by the terms of such Intercreditor Agreement or Additional Intercreditor Agreement, and the Issuer may only direct the Trustee or Security Agent to enter into any amendment to the extent such amendment or supplement does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities indemnification or immunities under this Indenture or any Intercreditor Agreement or Additional Intercreditor Agreement. (d) Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or Additional Intercreditor Agreement and any amendment, restatement or other modification referred to in Sections 4.15(a), (b) or (c) (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have authorized and directed the Trustee and the Security Agent and any other creditor representative or collateral agent on behalf of the Holders of Notes to enter into the Intercreditor Agreement Agreement, any amendments referenced in the preceding paragraph and any Additional Intercreditor Agreement on each Holder’s behalf. (e) A copy of the Intercreditor Agreement or an Additional Intercreditor Agreement shall be made available to the Holders upon request to the Issuer and shall will be made available for inspection during normal business hours on any Business Day upon prior written request at the office of the Issuer and, if and so long as the Notes are listed on the Exchange and the rules of the Exchange so require, shall be made available to the extent and in the manner permitted by such rulesIssuer.

Amendments to the Intercreditor Agreement and Additional Intercreditor Agreements. ‌ (a) In connection with the Incurrence incurrence of any Indebtedness by the Issuer:‌ (1) any Issuer, Parent or any Restricted Subsidiary that is permitted or not prohibited by this Indenture to be Incurred pursuant to Section 4.06 and either to share in the Notes Collateral or to rank pari passu or junior (and which the Issuers elect shall share in right of payment to the Notes; or (2) the proceeds of which are used, in whole or in part, to refinance the Notes or Indebtedness referred to in Section 4.15(a)(1Collateral), the Trustee and the Security Agent shall, at the request of the Issuer and without the consent of the HoldersIssuers, enter into with the Issuer Issuers, Parent, the relevant Restricted Subsidiaries and the holders of such Indebtedness (or their duly authorized representatives) one or more intercreditor agreements or deeds (including including, as applicable, a restatement, replacement, amendment or other modification of the Intercreditor Agreement) (an “Additional Intercreditor Agreement”), on substantially the same terms as the Intercreditor Agreement (or terms that are not materially less favorable to the HoldersHolders of the Notes) and substantially similar as applies to sharing of the proceeds of security and enforcement of security, priority and release of security; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or the Security Agent or, in the opinion of the Trustee or the Security Agent, as applicable, adversely affect the personal rights, duties, liabilities, indemnification or immunities of the Trustee or the Security Agent under this Indenture or the Intercreditor Agreement. In connection with the foregoing, the Issuer Issuers shall furnish to the Trustee such documentation in relation thereto as it may reasonably require, including the documents required by Section 14.03. As used herein, a reference to the Intercreditor Agreement will also include any Additional Intercreditor Agreement. (b) In relation to the Intercreditor Agreement, the Trustee 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 such transaction would comply with Section 4.04.‌1010. (c) At the written direction of the Issuer (accompanied by the documents required by Section 14.03) Issuers and without the consent of Holders of the HoldersNotes, the Trustee and the Security Agent (subject to the terms of the Intercreditor Agreement) shall from time to time enter into one or more amendments or supplements to any Intercreditor Agreement, Additional Intercreditor Agreement or Security Document to:‌ to: (1) cure any ambiguity, omission, error, defect or inconsistency of any such agreement; , (2) increase the amount or types of Indebtedness covered by any such Intercreditor Agreement or Additional Intercreditor Agreement that may be Incurred incurred by the Issuer Issuers, Parent or Restricted Subsidiaries that is are subject to any such Intercreditor Agreement or Additional Intercreditor Agreement (provided that such Indebtedness is Incurred incurred in compliance with or not prohibited by this Indenture); , (3) add Guarantors or other Restricted Subsidiaries to the Intercreditor Agreement, (4) further secure the Notes (including Additional Notes); or , (45) make provision to implement any Permitted Collateral Liens in accordance with the terms of this Indenture, or (6) make any other change to any such agreement that does not adversely affect the Holders of the Notes in any material respect. . (d) The Issuer shall Issuers may not otherwise direct the Trustee or Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement without the consent of the Holders of at least 66.7% the Notes of the a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted under Article IX pursuant to Section 901 or as otherwise permitted by the terms of such Intercreditor Agreement or Additional Intercreditor Agreement, and the Issuer Issuers may only direct the Trustee or Security Agent to enter into any amendment to the extent such amendment or supplement does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or any Intercreditor Agreement or Additional Intercreditor Agreement. (de) Each Holder, by accepting a Notenote, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or and any Additional Intercreditor Agreement and any amendment, restatement or other modification referred to in Sections 4.15(a), (b) or (c) (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have authorized and directed the Trustee and the Security Agent and any other creditor representative or collateral agent on behalf of the Holders of Notes to enter into the Intercreditor Agreement and any Additional Intercreditor Agreement on each Holder’s behalf. (e) A copy of the Intercreditor Agreement or an Additional Intercreditor Agreement shall be made available to the Holders upon request to the Issuer and shall be made available for inspection during normal business hours on any Business Day upon prior written request at the office of the Issuer and, if and so long as the Notes are listed on the Exchange and the rules of the Exchange so require, shall be made available to the extent and in the manner permitted by such rules.

Amendments to the Intercreditor Agreement and Additional Intercreditor Agreements. ‌ (a) In connection with the Incurrence of any Indebtedness by the Issuer:‌ (1) Company or any of its Restricted Subsidiaries that is permitted or not prohibited by this Indenture to be Incurred pursuant to Section 4.06 and either to share in the Collateral or to rank pari passu or junior in right of payment to the Notes; or (2) the proceeds of which are used, in whole or in part, to refinance the Notes or Indebtedness referred to in Section 4.15(a)(1)Collateral, the Trustee and the Security Agent shall, at the request of the Issuer and without the consent of the HoldersCompany, enter into with the Issuer Company, the relevant Restricted Subsidiaries and the holders of such Indebtedness (or their duly authorized representatives) one or more intercreditor agreements or deeds (including a restatement, replacement, amendment or other modification of the Intercreditor Agreement) (an “Additional Intercreditor Agreement”), on substantially the same terms as the Intercreditor Agreement (or terms that are not materially less favorable to the Holders) and substantially similar as applies to sharing of the proceeds of security and enforcement of security, priority and release of security; provided that such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect the personal rights, duties, liabilities, indemnification or immunities of the Trustee or the Security Agent under this Indenture or the Intercreditor Agreement. In connection with the foregoing, the Issuer Company shall furnish to the Trustee and the Security Agent such documentation in relation thereto as it may reasonably require, including the documents required by Section 14.03. As used herein, a A reference to the Intercreditor Agreement in this Indenture will also include any Additional Intercreditor Agreement. (b) In relation to the Intercreditor Agreement, the Trustee shall consent on behalf of the Holders 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, provided that such transaction would comply with Section 4.04.‌3.3. (c) At the written direction of the Issuer (accompanied by the documents required by Section 14.03) Company and without the consent of the Holders, the Trustee and the Security Agent (subject to the terms of the Intercreditor Agreement) shall from time to time enter into one or more amendments to the Intercreditor Agreement or supplements to any Intercreditor Agreement, Additional Intercreditor Agreement or Security Document to:‌ to: (1) cure any ambiguity, omission, error, defect or inconsistency of any such agreement; , (2) increase the amount or types of Indebtedness (including subordinated Indebtedness) covered by any such the Intercreditor Agreement or any Additional Intercreditor Agreement that may be Incurred by the Issuer Company or its Restricted Subsidiaries that is subject to any such the Intercreditor Agreement or any Additional Intercreditor Agreement (provided that such Indebtedness is Incurred in compliance with or not prohibited by this Indenture); , (3) add Guarantors or other Restricted Subsidiaries to the Intercreditor Agreement or any Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes); or , (45) make provision for equal and ratable pledges of the Collateral to secure Additional Notes (provided that such Additional Notes are permitted to be secured by the Collateral under this Indenture) or to implement any Permitted Liens, (6) implement changes incidental or consequential to or to facilitate a Permitted Redomiciliation or (7) make any other change to any such agreement that does not adversely affect the Holders of Notes in any material respect. The Issuer Company shall not otherwise direct the Trustee or Security Agent to enter into any amendment to any the Intercreditor Agreement or any Additional Intercreditor Agreement without the consent of the Holders of at least 66.7% of the a majority in aggregate principal amount of the Notes then outstanding, except as otherwise permitted below under Article IX or as otherwise permitted by the terms of such Intercreditor Agreement or any Additional Intercreditor Agreement, and the Issuer Company may only direct the Trustee or Security Agent to enter into any amendment to the extent such amendment or supplement does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or any the Intercreditor Agreement or any Additional Intercreditor Agreement. (d) . Each Holder, by accepting a Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or Additional Intercreditor Agreement and any amendment, restatement or other modification referred to in Sections 4.15(a), (b) or (c) (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have authorized and directed the Trustee and the Security Agent and any other creditor representative or collateral agent on behalf of the Holders of Notes to enter into the Intercreditor Agreement any amendment referenced in this Section 3.26(c) and any Additional Intercreditor Agreement on each Holder’s behalf. (e) A copy of the Intercreditor Agreement or an Additional Intercreditor Agreement shall be made available to the Holders upon request to the Issuer and shall be made available for inspection during normal business hours on any Business Day upon prior written request at the office of the Issuer and, if and so long as the Notes are listed on the Exchange and the rules of the Exchange so require, shall be made available to the extent and in the manner permitted by such rules.