Common use of Resignation of a Debtor Clause in Contracts

Resignation of a Debtor. (a) The Company may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall accept a Debtor Resignation Request and notify the Company and each other Party of its acceptance if: (i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Discharge Date has not occurred, the Senior Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured Guarantor; and (x) the Company confirms that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities. (c) Upon notification by the Security Agent to the Company of its acceptance of the resignation of a Debtor, that person shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) No relevant Debtor may cease to be party to a Credit Facility Agreement or a Pari Passu Debt Document in accordance with those agreements unless each Hedge Counterparty has notified the Intercreditor Agent: (i) that no payment is due from that Debtor to that Hedge Counterparty under those agreements; or (ii) that it otherwise consents to that Debtor ceasing to be a Debtor under those agreements. The Company Intercreditor Agent shall, upon receiving that notification, notify the Creditor Representative in respect of that Credit Facility or that Pari Passu Debt Document (as applicable). (b) The Parent may request that a Debtor ceases to be a Debtor by delivering to the Security Intercreditor Agent a Debtor Resignation Request. (bc) The Security Intercreditor Agent shall accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company Parent or the Borrower has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Credit Facility Lender Discharge Date has not occurred, the Senior Credit Facility Agent notifies the Security Intercreditor Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Credit Facility Borrower or a Senior Credit Facility Guarantor; (iii) to the extent that the Pari Passu Debt Rolled Loan Discharge Date has not occurred, the Pari Passu Debt Representative(s) Credit Facility Agent notifies the Security Intercreditor Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt Credit Facility Borrower or a Pari Passu Debt Credit Facility Guarantor; (iv) each Hedge Counterparty notifies the Security Intercreditor Agent that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Pari Passu Debt Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes each Pari Passu Note Trustee notifies the Security Intercreditor Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to guarantor of the extent Pari Passu Debt Liabilities for which it is the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured GuarantorCreditor Representative; and (xvi) the Company Parent confirms that that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities. (c) Upon notification by the Security Agent to the Company of its acceptance of the resignation of a Debtor, that person shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) The Company Parent may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall promptly accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Discharge Date has not occurred, the Senior Facility Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, a Senior Borrower or a A44420063 Senior Guarantor (or will cease to be concurrently with such resignation, a Second Lien Notes Issuer Senior Borrower or a Second Lien GuarantorSenior Guarantor on or prior to its resignation as a Debtor becoming effective); (viiiii) to the extent that the High Yield Senior Notes Discharge Date has not occurred, the High Yield Representative(s) Senior Notes Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under any applicable Senior Notes Finance Documents (or will cease to be concurrently with such resignationan issuer, a borrower or an issuer guarantor on or prior to its resignation as a High Yield GuarantorDebtor becoming effective) or that such resignation is not prohibited by the relevant Senior Notes Finance Document; (ixiii) to the extent that the Unsecured Senior Parent Notes Discharge Date has not occurred, the Unsecured Representative(s) any Senior Parent Notes Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under any applicable Senior Parent Notes Finance Documents (or will cease to be concurrently with such resignationan issuer, a borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Senior Parent Notes Finance Documents; (iv) to the extent that the Permitted Senior Financing Discharge Date has not occurred, any Senior Creditor Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer issuer, borrower or guarantor under any applicable Permitted Senior Financing Documents (or will cease to be such an Unsecured Guarantorissuer, borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Permitted Senior Financing Documents; (v) to the extent that the Permitted Second Lien Financing Discharge Date has not occurred, any Second Lien Creditor Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under any applicable Permitted Second Lien Financing Documents (or will cease to be such an issuer, borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Permitted Second Lien Financing Documents; and (xvi) to the Company confirms extent that the Permitted Parent Financing Discharge Date has not occurred, any Senior Parent Creditor Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under no actual any applicable Permitted Parent Financing Documents (or contingent obligations in respect will cease to be such an issuer, borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Permitted Parent Financing Documents. No Agent may unreasonably withhold or delay any such notification. If an Agent does not provide the required confirmation to the Security Agent (or notify the Security Agent that the required confirmation cannot be given due to the fact that the relevant conditions set out above are not satisfied) within three Business Days of request by the Intra-Group LiabilitiesParent, such notification shall be deemed given to the Security Agent. (c) Upon notification by the Security Agent to the Company Parent of its acceptance of the resignation of a DebtorDebtor (with such notification to be given within one Business Day of the date on which all required confirmations have been delivered, or deemed to be given, under paragraph (b) above), that person member of the Group shall cease A44420063 to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor. For the avoidance of doubt, if a Debtor ceases to be a member of the Group pursuant to a transaction not prohibited by the Debt Financing Agreements, that Debtor shall automatically cease to be a Debtor for all purposes and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) The Company Senior Secured Notes Issuer may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall accept a Debtor Resignation Request to the Security Agent and notify the Company Senior Secured Notes Issuer and each other Party of its acceptance if: (i) the Company Senior Secured Notes Issuer has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Super Senior Lender Discharge Date has not occurred, the Senior Agent Creditor Representative in relation to each Credit Facility Agreement notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Credit Facility Borrower or a Senior Credit Facility Guarantor; (iii) to the extent that the Pari Passu Debt Super Senior Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (viv) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes the Note Issuer or a Second Lien Guarantorguarantor of the Senior Secured Notes; (viiiv) to the extent that the High Yield Pari Passu Debt Discharge Date has not occurred, the High Yield Representative(s) Creditor Representative in relation to any Pari Passu Debt notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignationa borrower, a borrower or an issuer or a High Yield Guarantor;and/or guarantor of the Pari Passu Debt; and (ixvi) the Senior Secured Notes Issuer confirms to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured Guarantor; and (x) the Company confirms that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities and the Subordinated Liabilities. (c) Upon notification by the Security Agent to the Company Senior Secured Notes Issuer of its acceptance of the resignation of a Debtor, that person member of the Restricted Group shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor. (d) The Security Agent shall, promptly upon receipt of a Debtor Resignation Request, request the notifications required in paragraph (b) above and each party required to give a notification under paragraph (b) above shall, promptly following receipt of the request (and provided the relevant conditions in paragraph (b) above have been met) give such notification.

Resignation of a Debtor. (a) No relevant Debtor may cease to be party to a Credit Facility Agreement or a Pari Passu Debt Document in accordance with those agreements unless each Hedge Counterparty has notified the Intercreditor Agent: (i) that no payment is due from that Debtor to that Hedge Counterparty under those agreements; or (ii) that it otherwise consents to that Debtor ceasing to be a Debtor under those agreements. The Company Intercreditor Agent shall, upon receiving that notification, notify the Creditor Representative in respect of that Credit Facility Agreement or that Pari Passu Debt Document (as applicable). (b) The Parent may request that a Debtor ceases to be a Debtor by delivering to the Security Intercreditor Agent a Debtor Resignation Request. (bc) The Security Intercreditor Agent shall accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company Parent or the Borrower has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (iiA) to the extent that the Senior 2016 Credit Facility Lender Discharge Date has not occurred, the Senior 2016 Credit Facility Agent notifies the Security Intercreditor Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior 2016 Credit Facility Borrower or a Senior 2016 Credit Facility Guarantor;; and (iiiB) to the extent that the Pari Passu Debt Additional Credit Facility Lender Discharge Date has not occurred, the Pari Passu Debt Representative(s) Additional Credit Facility Agent notifies the Security Intercreditor Agent that that Debtor is not, or has ceased to be, an Additional Credit Facility Borrower or will cease an Additional Credit Facility Guarantor; (iii) to be concurrently with such resignationthe extent that the Rolled Loan Discharge Date has not occurred, the 2016 Credit Facility Agent notifies the Intercreditor Agent that that Debtor is not, or has ceased to be, a borrower or an issuer of Pari Passu Debt 2016 Credit Facility Borrower or a Pari Passu Debt 2016 Credit Facility Guarantor; (iv) each Hedge Counterparty notifies the Security Intercreditor Agent that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Pari Passu Debt Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes each Pari Passu Note Trustee notifies the Security Intercreditor Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to guarantor of the extent Pari Passu Debt Liabilities for which it is the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured GuarantorCreditor Representative; and (xvi) the Company Parent confirms that that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities. (c) Upon notification by the Security Agent to the Company of its acceptance of the resignation of a Debtor, that person shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) Without prejudice to Clauses 9 (New Money and Refinancing) and 14.2 (Distressed Disposals), no Representative shall accept a Resignation Letter (as defined in the Revolving Facility Agreement) from a Revolving Guarantor under clause 26.5 (Resignation of a Guarantor) of the Original Revolving Facility Agreement unless each Hedge Counterparty has notified the Security Trustee that no payment is due from that Revolving Guarantor to that Hedge Counterparty under Clause 16 (Hedge Counterparty Guarantee). The Security Trustee shall, upon receiving that notification, notify such Representative. (b) The Company may request that a Debtor ceases to be a Debtor by delivering to the Security Agent Trustee a Debtor Resignation Request. (bc) The Security Agent Trustee shall accept a Debtor Resignation Request and notify the Company and each other Party of its acceptance if: (i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Revolving Facility Discharge Date has not occurred, the Senior each Revolving Agent notifies the Security Agent Trustee that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior GuarantorGuarantor (as defined under any Revolving Facility Agreement); (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent Trustee that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (viv) to the extent that the Senior Secured Notes Discharge Date has not occurred, the each Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent Trustee that the Debtor is not, or has ceased to bebe a borrower, issuer or will cease to be concurrently with such resignation, a Second Lien guarantor (under the Senior Secured Notes Issuer or a Second Lien GuarantorDocuments); (viiiv) to the extent that the High Yield Senior Unsecured Notes Discharge Date has not occurred, the High Yield Representative(s) each Senior Unsecured Notes Trustee notifies the Security Agent Trustee that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; guarantor (ix) to under the extent the Senior Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured GuarantorNotes Documents); and (xvi) the Company confirms that that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities. (cd) Upon notification by the Security Agent Trustee to the Company of its acceptance of the resignation of a Debtor, that person member of the Group shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) The Company Parent may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall promptly accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Super Senior Lender Discharge Date has not occurred, the Senior Revolving Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, a Revolving Borrower or a Revolving Guarantor (or will cease to be concurrently with such resignation, a Second Lien Notes Issuer Revolving Borrower or a Second Lien GuarantorRevolving Guarantor on or prior to its resignation as a Debtor becoming effective); (viiiii) to the extent that the High Yield Senior Discharge Date has not occurred, the High Yield Representative(s) relevant Senior Agent notifies the Security Agent that the Debtor is not, or has ceased to be, a Debtor in respect of the Senior Liabilities (or will cease to be concurrently with such resignation, a borrower Debtor in respect of the Senior Liabilities on or an issuer or prior to its resignation as a High Yield GuarantorDebtor becoming effective); (ixiii) to the extent that the Unsecured Second Lien Discharge Date has not occurred, the Unsecured Representative(s) relevant Second Lien Agent notifies the Security Agent that the Debtor is not, or has ceased to be, a Debtor in respect of the Second Lien Liabilities (or will cease to be concurrently with such resignationa Debtor in respect of the Second Lien Liabilities on or prior to its resignation as a Debtor becoming effective); (iv) to the extent that the Senior Parent Notes Discharge Date has not occurred any Senior Parent Notes Representative notifies the Security Agent that the Debtor is not, a or has ceased to be, an issuer, borrower or guarantor under any applicable Senior Parent Notes Finance Documents (or will cease to be such an issuer issuer, borrower or an Unsecured Guarantorguarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Senior Parent Notes Finance Documents; and (xv) to the Company confirms extent that the Permitted Parent Financing Discharge Date has not occurred any Senior Parent Creditor Representative notifies the Security 146 Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under no actual any applicable Permitted Parent Financing Documents (or contingent obligations in respect will cease to be such an issuer, borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Permitted Parent Financing Documents. No Agent may unreasonably withhold or delay any such notification. If an Agent does not provide the required confirmation to the Security Agent (or notify the Security Agent that the required confirmation cannot be given due to the fact that the relevant conditions set out above are not satisfied) within three Business Days of request by the Intra-Group LiabilitiesParent, such notification shall be deemed given to the Security Agent. (c) Upon notification by the Security Agent to the Company Parent of its acceptance of the resignation of a DebtorDebtor (with such notification to be given within one Business Day of the date on which all required confirmations have been delivered, or deemed to be given, under paragraph (b) above), that person member of the Group shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor. For the avoidance of doubt, if a Debtor ceases to be a member of the Group pursuant to a transaction not prohibited by the Debt Financing Agreements (including by reason of that Debtor, or a Holding Company of that Debtor, being designated as an Unrestricted Subsidiary), that Debtor shall automatically cease to be a Debtor for all purposes and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) The Company Parent may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company Parent has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Secured Debt Discharge Date has not occurred, the Senior Agent each relevant Creditor Representative notifies the Security Agent that that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignationa borrower, a Senior Borrower an issuer or a guarantor of the Senior GuarantorSecured Liabilities for which it is the Creditor Representative; (iii) to the extent that the Pari Passu Super Senior Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) each relevant Creditor Representative notifies the Security Agent that that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignationa borrower, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantorguarantor of the Super Senior Liabilities for which it is the Creditor Representative; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities;; and (v) to the extent Parent confirms that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured Guarantor; and (x) the Company confirms that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities and the Subordinated Liabilities. (c) Upon notification by the Security Agent to the Company Parent of its acceptance of the resignation of a Debtor, that person member of the Group shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) The Senior Agent shall not accept a Resignation Letter (as defined in the Senior Facilities Agreement) from a Senior Guarantor under clause 30.4 (Resignation of a Guarantor) of the Senior Facilities Agreement unless each Hedge Counterparty has notified the Security Trustee that no payment is due from that Senior Guarantor to that Hedge Counterparty under clause 22 (Guarantee and indemnity) of the Senior Facilities Agreement (such notice not to be unreasonably withheld or delayed). The Security Trustee shall, upon receiving that notification, notify the Senior Agent (such notice not to be unreasonably withheld or delayed). (b) The Company may request that a Debtor ceases to be a Debtor by delivering to the Security Agent Trustee a Debtor Resignation Request. (bc) The Security Agent Trustee shall accept a Debtor Resignation Request and notify the Company and each other Party of its acceptance if: (i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Discharge Date has not occurred, the Senior Agent notifies the Security Agent Trustee that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent Trustee that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (viv) to the extent that the Senior Secured Notes Note Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies Majority Noteholders notify the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Note Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured Note Guarantor; and (xv) the Company confirms that that Debtor is under no actual or contingent obligations in respect of the Intra-Intra Group Liabilities. (c) Upon notification by the Security Agent to the Company of its acceptance of the resignation of a Debtor, that person shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) Without prejudice to Clauses 8 (New Money and Refinancing) and 13.2 (Distressed Disposals), no Representative shall accept a Resignation Letter (as defined in the Revolving Facility Agreement) from a Revolving Guarantor under clause 26.5 (Resignation of a Guarantor) of the Original Revolving Facility Agreement unless each Hedge Counterparty has notified the Security Trustee that no payment is due from that Revolving Guarantor to that Hedge Counterparty under Clause 15 (Hedge Counterparty Guarantee). The Security Trustee shall, upon receiving that notification, notify such Representative. (b) The Company may request that a Debtor ceases to be a Debtor by delivering to the Security Agent Trustee a Debtor Resignation Request. (bc) The Security Agent Trustee shall accept a Debtor Resignation Request and notify the Company and each other Party of its acceptance if: (i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Revolving Facility Discharge Date has not occurred, the Senior each Revolving Agent notifies the Security Agent Trustee that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior GuarantorGuarantor (as defined under any Revolving Facility Agreement); (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent Trustee that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (viv) to the extent that the Senior Secured Notes Discharge Date has not occurred, the each Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent Trustee that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; Debtor (viii) to under and as defined in the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured GuarantorSenior Secured Documents); and (xv) the Company confirms that that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities. (cd) Upon notification by the Security Agent Trustee to the Company of its acceptance of the resignation of a Debtor, that person member of the Group shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) The Company Parent may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall promptly accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Discharge Date has not occurred, the Senior Facility Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, a Senior Borrower or a Senior Guarantor (or will cease to be concurrently with such resignation, a Second Lien Notes Issuer Senior Borrower or a Second Lien GuarantorSenior Guarantor on or prior to its resignation as a Debtor becoming effective); (viiiii) to the extent that the High Yield Second Lien Lender Discharge Date has not occurred, the High Yield Representative(s) Second Lien Facility Agent notifies the Security Agent that the Debtor is not, or has ceased to be, a Second Lien Borrower or a Second Lien Guarantor (or will cease to be concurrently with such resignation, a borrower or an issuer Second Lien Borrower or a High Yield GuarantorSecond Lien Guarantor on or prior to its resignation as a Debtor becoming effective); (ixiii) to the extent that the Unsecured Senior Notes Discharge Date has not occurred, the Unsecured Representative(s) Senior Notes Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under any applicable Senior Notes Finance Documents (or will cease to be concurrently with such resignationan issuer, a borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Senior Notes Finance Document; (iv) to the extent that the Senior Parent Notes Discharge Date has not occurred, any Senior Parent Notes Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer issuer, borrower or guarantor under any applicable Senior Parent Notes Finance Documents (or will cease to be such an Unsecured Guarantorissuer, borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Senior Parent Notes Finance Documents; (v) to the extent that the Permitted Senior Financing Discharge Date has not occurred, any Senior Creditor Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under any applicable Permitted Senior Financing Documents (or will cease to be such an issuer, borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Permitted Senior Financing Documents; (vi) to the extent that the Permitted Second Lien Financing Discharge Date has not occurred, any Second Lien Creditor Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under any applicable Permitted Second Lien Financing Documents (or will cease to be such an issuer, borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Permitted Second Lien Financing Documents; and (xvii) to the Company confirms extent that the Permitted Parent Financing Discharge Date has not occurred, any Senior Parent Creditor Representative notifies the Security Agent that the Debtor is not, or has ceased to be, an issuer, borrower or guarantor under no actual any applicable Permitted Parent Financing Documents (or contingent obligations in respect will cease to be such an issuer, borrower or guarantor on or prior to its resignation as a Debtor becoming effective) or that such resignation is not prohibited by the relevant Permitted Parent Financing Documents. No Agent may unreasonably withhold or delay any such notification. If an Agent does not provide the required confirmation to the Security Agent (or notify the Security Agent that the required confirmation cannot be given due to the fact that the relevant conditions set out above are not satisfied) within three Business Days of request by the Intra-Group LiabilitiesParent, such notification shall be deemed given to the Security Agent. (c) Upon notification by the Security Agent to the Company Parent of its acceptance of the resignation of a DebtorDebtor (with such notification to be given within one Business Day of the date on which all required confirmations have been delivered, or deemed to be given, under paragraph (b) above), that person member of the Group shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor. For the avoidance of doubt, if a Debtor ceases to be a member of the Group pursuant to a transaction not prohibited by the Debt Financing Agreements, that Debtor shall automatically cease to be a Debtor for all purposes and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) The Company Parent may request that a Debtor ceases cease to be a Debtor by delivering to the Common Security Agent a Debtor Resignation Request.. AMERICAS 120207225 (b) The Common Security Agent shall accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company Parent has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Discharge Date has not occurred, the Senior Agent each Hedge Counterparty notifies the Common Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (viii) to the extent that the Super Senior Secured Notes Debt Discharge Date has not occurred, each Creditor Representative in respect of the relevant Super Senior Secured Notes Representative(s) Debt Liabilities notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Common Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantorborrower and/or guarantor of the Super Senior Debt Liabilities for which it is the Creditor Representative; (viiiiv) to the extent that the High Yield Pari Passu Debt Discharge Date has not occurred, each Creditor Representative in respect of the High Yield Representative(s) relevant Pari Passu Debt Liabilities notifies the Common Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignationan issuer, a borrower or an issuer or a High Yield Guarantorand/or guarantor of the Pari Passu Debt Liabilities for which it is the Creditor Representative; (ixv) to the extent that the Unsecured Second Lien Debt Discharge Date has not occurred, each Creditor Representative in respect of the Unsecured Representative(s) relevant Second Lien Liabilities notifies the Common Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or guarantor with regard to the Second Lien Liabilities; (vi) to the extent that the Senior Subordinated Debt Discharge Date has not occurred, each Creditor Representative in respect of the relevant Senior Subordinated Liabilities notifies the Common Security Agent that the Debtor is not, or has ceased to be, an Unsecured Guarantorissuer or guarantor with regard to the Senior Subordinated Liabilities; and (xvii) the Company Parent confirms that that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities. (c) Upon notification by the Common Security Agent to the Company Parent of its acceptance of the resignation of a Debtor, that person entity shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.. AMERICAS 120207225

Resignation of a Debtor. (a) The Company may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall accept a Debtor Resignation Request and notify the Company and each other Party of its acceptance if:: 84894163_20 (i) the Company has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Discharge Date has not occurred, the Senior Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured Guarantor; and (x) the Company confirms that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities.. 84894163_20 (c) Upon notification by the Security Agent to the Company of its acceptance of the resignation of a Debtor, that person shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) The Company Parent may request that a Debtor ceases cease to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall, promptly upon receipt of a Debtor Resignation Request, request the notifications required in paragraph (c) below and each Party required to give a notification under paragraph (c) below shall, promptly following receipt of the request (and provided the relevant conditions in paragraph (c) below have been met) give such notification. (c) The Security Agent shall accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) to the Company extent that the Senior Secured Facilities Discharge Date has confirmed not occurred, the Administrative Agent in relation to each Senior Secured Credit Agreement notifies the Security Agent that no Event that Debtor is not, or has ceased to be (in the case of Default is continuing a Debtor which has both Borrowing Obligations and Guarantee Obligations under such Senior Secured Credit Agreement), (i) a Borrower and a Guarantor (under and as defined in such Senior Secured Credit Agreement), (ii) (in the case of a Debtor which does not have Guarantee Obligations) a Borrower (under and as defined in such Senior Secured Credit Agreement) or would result from (iii) (in the acceptance case of the a Debtor Resignation Requestwhich does not have Borrowing Obligations) a Guarantor (under and as defined in such Senior Secured Credit Agreement); (ii) to the extent that the Senior Lender Discharge Date has Cash Management Obligations under a Cash Management Agreement have not occurredbeen discharged, the Senior Agent Cash Management Provider in respect of that Cash Management Agreement notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease a guarantor of those Cash Management Obligations, provided that if such Cash Management Provider has not responded within five Business Days of a request from the Security Agent for such notification such Cash Management Provider shall be deemed to be concurrently with have given such resignation, a Senior Borrower or a Senior Guarantornotification; (iii) to the extent that the Hedging Obligations under a Hedge Agreement have not been discharged, the Hedge Counterparty under that Hedge Agreement notifies the Security Agent that (A) that Debtor is not a counterparty to any Hedge Agreement with such Hedge Counterparty under which there are any outstanding hedging transactions and (B) no payment is due from that Debtor to such Hedge Counterparty in respect of any Hedging Obligations under the Guarantee Agreement or under any such Hedge Agreement, provided that if such Hedge Counterparty has not responded within five Business Days of a request from the Security Agent for such notification such Hedge Counterparty shall be deemed to have given such notification; (iv) to the extent that any Pari Passu Debt Discharge Date has Obligations under a Pari Passu Debt Document have not occurredbeen discharged, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer Representative in respect of those Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee Obligations notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignationa borrower, a Second Lien Notes Issuer or a Second Lien Guarantorissuer and/or guarantor (as applicable) of those Pari Passu Debt Obligations; (viiiv) to the extent the High Yield Discharge Date has that any Second Lien Debt Obligations under a Second Lien Debt Document have not occurredbeen discharged, the High Yield Representative(s) Second Lien Debt Trustee in respect of those Second Lien Debt Obligations notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignationa borrower, a borrower or an issuer or a High Yield Guarantor;and/or guarantor (as applicable) of those Second Lien Debt Obligations; and (ixvi) to the extent the that any Additional Unsecured Discharge Date has Debt Obligations under an Additional Unsecured Debt Document have not occurredbeen discharged, the Additional Unsecured Representative(s) Debt Representative in respect of those Additional Unsecured Debt Obligations notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignationa borrower, a borrower or an issuer or an and/or guarantor of those Additional Unsecured GuarantorDebt Obligations; and (xvii) the Company Parent confirms that that Debtor is under no actual or contingent obligations in respect of the Intra-Group LiabilitiesObligations. (cd) Upon notification by No Representative may unreasonably withhold or delay any such notification. If a Representative does not provide the required confirmation to the Security Agent (or notify the Security Agent that the required confirmation cannot be given due to the Company fact that the relevant conditions set out above are not satisfied) within five Business Days of its acceptance request by the Parent, such notification shall be deemed given to the Security Agent. (e) At such time that all required confirmations under paragraph (c) and (d) above have been delivered, or have been deemed to have been given, to the Security Agent, that member of the resignation of a Debtor, that person Group shall automatically cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor, and promptly following such time, the Security Agent shall notify the Company of such resignation. For the avoidance of doubt, if a Debtor ceases to be a member of the Group pursuant to a transaction not prohibited by the Debt Documents (including by reason of that Debtor, or a Holding Company of that Debtor, being designated as an Unrestricted Subsidiary), that Debtor shall automatically cease to be a Debtor for all purposes and shall have no further rights or obligations under this Agreement as a Debtor. (f) The Security Agent shall notify the other Parties as soon as practicable following the receipt and execution by it on their behalf of any Debtor Joinder Agreement.

Resignation of a Debtor. (a) The Subject always to the terms of the Senior Facilities Agreement, including limitations that apply to the resignation of any “Obligor” (as defined therein) thereunder, and to paragraph (e) below, the Company may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (b) The Security Agent shall accept a Debtor Resignation Request and notify the Company and each other Party of its acceptance if: that has been delivered in compliance with paragraph (ia) the Company above if no Default has confirmed that no Event of Default is continuing occurred or would result from the acceptance of the such Debtor Resignation RequestRequest and: (i) subject to, and in accordance with, Clause 11 (Non-Distressed Disposals) and the terms of the Senior Facilities Agreement it has ceased to be a member of the Group; (ii) the Senior Discharge Date has occurred; or (A) to the extent that the Senior Lender Facilities Discharge Date has not occurred, the Senior Agent notifies the Security Agent that that Debtor is not, or has ceased to be, be (or will cease to be concurrently be, substantially contemporaneously with such resignation), a Senior Borrower or a Guarantor in accordance with the terms of the Senior Guarantor;Facilities Agreement; and (iiiB) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Bondholders Agent notifies the Security Agent that that Debtor is not, or has ceased to be, be (or will cease to be concurrently be, substantially contemporaneously with such resignation), a Second Lien Borrower or a Second Lien Guarantor;an “Issuer” in accordance with the terms of the Bond Documents, provided that no amounts are owing from that Debtor pursuant to the Bond Documents at that time; and (viiC) each Hedge Counterparty notifies the Security Agent that that Debtor is (or will be, substantially contemporaneously with such resignation) under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities (excluding any contingent obligations arising under Clause 4.13 (Guarantee: Hedging Liabilities)), provided that no amounts are owing from that Debtor pursuant to that Clause at that time; and (D) to the extent that the Second Lien Notes Cash Management Discharge Date has not occurred, the Second Lien Notes Trustee each Cash Management Provider notifies the Security Agent that the Debtor that Xxxxxx is not, (or has ceased to will be, or will cease to be concurrently substantially contemporaneously with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured Guarantor; and (x) the Company confirms that Debtor is under no actual or contingent obligations to that Cash Management Provider in respect of the Intra-Group Liabilities. Cash Management Liabilities (c) Upon notification by the Security Agent to the Company of its acceptance of the resignation of a Debtor, that person shall cease to be a Debtor and shall have no further rights or excluding any contingent obligations arising under this Agreement as a Debtor.Clause

Resignation of a Debtor. (a) No Guarantor may cease to be party to the Facilities Agreement as a Guarantor in accordance with that agreement unless each Hedge Counterparty has notified the Security Agent: (i) that no payment is due from that Guarantor to that Hedge Counterparty under the Facilities Agreement or any Hedging Agreement; or (ii) that it otherwise consents to that Guarantor ceasing to be a Guarantor under the Facilities Agreement. The Company Security Agent shall, upon receiving that notification, notify the Agent. (b) The Parent may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (bc) The Security Agent shall accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company Parent has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Discharge Date has not occurred, the Senior Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Super Senior Hedging Liabilities or Excess Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured Guarantor; and (xiv) the Company Parent confirms that that Debtor is under no actual or contingent obligations (or will contemporaneously with such resignation cease to be) in respect of the Intra-Group Liabilities. (cd) Upon notification by the Security Agent to the Company Parent of its acceptance of the resignation of a Debtor, that person member of the Group shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.

Resignation of a Debtor. (a) No Guarantor may cease to be party to the Facilities Agreement as a Guarantor in accordance with that agreement unless each Hedge Counterparty has notified the Security Agent (such notice not to be unreasonably withheld or delayed): (i) that no payment is due from that Guarantor to that Hedge Counterparty under those agreements; or (ii) that it otherwise consents to that Guarantor ceasing to be a Guarantor under those agreements. The Company Security Agent shall request that each Hedge Counterparty provides such notification promptly following receipt of a Resignation Letter and each Hedge Counterparty shall respond promptly to any such request. The Security Agent shall, upon receiving that notification, notify the Agent. (b) The Parent may request that a Debtor ceases to be a Debtor by delivering to the Security Agent a Debtor Resignation Request. (bc) The Security Agent shall accept a Debtor Resignation Request and notify the Company Parent and each other Party of its acceptance if: (i) the Company Parent has confirmed that no Event of Default is continuing or would result from the acceptance of the Debtor Resignation Request; (ii) to the extent that the Senior Lender Discharge Date has not occurred, the Senior Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Borrower or a Senior Guarantor; (iii) to the extent that the Pari Passu Debt Discharge Date has not occurred, the Pari Passu Debt Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor; (iv) each Hedge Counterparty notifies the Security Agent that that Debtor is not or will cease to be concurrently with such resignation under no actual or contingent obligations to that Hedge Counterparty in respect of the Hedging Liabilities; (v) to the extent that the Senior Secured Notes Discharge Date has not occurred, the Senior Secured Notes Representative(s) notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Senior Secured Notes Issuer or Senior Secured Notes Guarantor; (vi) to the extent that the Second Lien Loan Discharge Date has not occurred, the Second Lien Agent notifies the Security Agent that that Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Borrower or a Second Lien Guarantor; (vii) to the extent that the Second Lien Notes Discharge Date has not occurred, the Second Lien Notes Trustee notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a Second Lien Notes Issuer or a Second Lien Guarantor; (viii) to the extent the High Yield Discharge Date has not occurred, the High Yield Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or a High Yield Guarantor; (ix) to the extent the Unsecured Discharge Date has not occurred, the Unsecured Representative(s) notifies the Security Agent that the Debtor is not, or has ceased to be, or will cease to be concurrently with such resignation, a borrower or an issuer or an Unsecured Guarantor; and (xiv) the Company Parent confirms that that Debtor is under no actual or contingent obligations in respect of the Intra-Group Liabilities and the Parent Liabilities. (cd) Upon notification by the Security Agent to the Company Parent of its acceptance of the resignation of a Debtor, that person member of the Group shall cease to be a Debtor and shall have no further rights or obligations under this Agreement as a Debtor.