Common use of Security: Ancillary Lenders and Issuing Banks Clause in Contracts

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Super Senior Creditors and the Required Pari Passu Creditors is obtained, take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original form of the Credit Facility Agreement; (ii) this Agreement; or (iii) any Common Assurance; (c) indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above; (d) any Credit Facility Cash Cover permitted under the Credit Facility Documents relating to any Ancillary Facility or for any Letter of Credit issued by the Issuing Bank; (e) the indemnities contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any indemnities which are similar in meaning and effect to those indemnities (in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or (f) any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities.

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Super Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Agreement or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors and (in the Required Pari Passu Creditors case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) is obtained, take, accept or receive from any member of the Group or Third Party Security Provider the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original form of the Credit Senior Facilities Agreement, any Permitted Senior Financing Document or any Operating Facility AgreementDocument; (ii) this Agreement; or (iii) any Common Assurance; (c) indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above;; A44420063 (d) any Credit Facility SFA Cash Cover permitted under the Credit Senior Facilities Agreement, the relevant Permitted Senior Financing Agreement or the relevant Operating Facility Documents Document (as the case may be) relating to any Ancillary Facility or for any Letter of Credit issued by the Issuing Bank; (e) the indemnities or any netting or set-off arrangements contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any indemnities or any netting or set-off arrangements which are similar in meaning and effect to those indemnities indemnities, netting or set-off arrangements (in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or; (f) any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities; or (g) any Security, guarantee, indemnity or other assurance against loss permitted under Clause 3.3 (Security and guarantees: Senior Secured Creditors).

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Super Senior Creditors and the Required Pari Passu Creditors is obtained, take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Transaction Security described in Schedule 7 (Transaction Security Documents) and the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original Original Revolving Facility Agreement (in its form on the date of the Credit this Agreement) (or any other Revolving Facility Agreement entered into in accordance with this Agreement); (ii) this Agreement; or (iii) any Common Assurance; (c) indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) aboveabove (ignoring for this purpose differences arising as a result of guarantee limitation language); (d) any Credit Facility RCF Cash Cover permitted under the Credit any Revolving Facility Documents Agreement relating to any Ancillary Facility or for any Letter of Credit issued by the an Issuing Bank; (e) the indemnities contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any indemnities which are similar in meaning and effect to those indemnities (in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or (f) any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-set off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities.

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Super Revolving Lenders (in the case of any Ancillary Lender or Issuing Bank under the Revolving Facilities Agreement or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors and (in the Required Pari Passu Creditors case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) is obtained, take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original form of the Credit Revolving Facilities Agreement, any Permitted Senior Financing Document or any Operating Facility AgreementDocument; (ii) this Agreement; or (iii) any Common Assurance; (c) indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above; (d) any Credit Facility Revolving Cash Cover permitted under the Credit Revolving Facilities Agreement, the relevant Permitted Senior Financing Agreement or the relevant Operating Facility Documents Document (as the case may be) relating to any Ancillary Facility or for any Letter of Credit issued by the Issuing Bank; (e) the indemnities or any netting or set-off arrangements contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any indemnities or any netting or set-off arrangements which are similar in meaning and effect to those indemnities indemnities, netting or set-off arrangements (in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or; (f) any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities; or (g) any Security, guarantee, indemnity or other assurance against loss permitted under Clause 3.3 (Security and Guarantees: Senior Secured Creditors).

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Super Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Agreement or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors and (in the Required Pari Passu Creditors case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) is obtained, take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original form of the Credit Senior Facilities Agreement, any Permitted Senior Financing Document or any Operating Facility AgreementDocument; (ii) this Agreement; or (iii) any Common Assurance; (c) indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above; (d) any Credit Facility SFA Cash Cover permitted under the Credit Senior Facilities Agreement, the relevant Permitted Senior Financing Agreement or the relevant Operating Facility Documents Document (as the case may be) relating to any Ancillary Facility or for any Letter of Credit issued by the Issuing Bank; (e) the indemnities or any netting or set-off arrangements contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any indemnities or any netting or set-off arrangements which are similar in meaning and effect to those indemnities indemnities, netting or set-off arrangements (in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or; (f) any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities; or (g) any Security, guarantee, indemnity or other assurance against loss permitted under Clause 3.3 (Security and guarantees: Senior Secured Creditors).

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Super Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Agreement or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors and (in the Required Pari Passu Creditors case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) or the Majority Priority Facility Lenders (in the case of any Ancillary Lender or Issuing Bank under a Priority Facility Agreement or in respect of an Operating Facility) is obtained, take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original form of the Credit Senior Facilities Agreement, any Permitted Senior Financing Document, any Priority Facility AgreementAgreement or any Operating Facility Document; (ii) this Agreement; or (iii) any Common Assurance; (c) indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above; (d) any Credit Facility SFA Cash Cover permitted under the Credit relevant Permitted Senior Financing Agreement, the relevant Priority Facility Documents Agreement or the relevant Operating Facility Document (as the case may be) relating to any Ancillary Facility or for any Letter of Credit issued by the Issuing Bank; (e) the indemnities or any netting or set-off arrangements contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any indemnities or any netting or set-off arrangements which are similar in meaning and effect to those indemnities indemnities, netting or set-off arrangements (in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or; (f) any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-set off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities.; or (g) any Security, guarantee, indemnity or other assurance against loss permitted under Clause

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Required Super Senior Creditors and the Required Pari Passu Creditors is obtained, take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original form of the Initial Revolving Facility Agreement (or any Equivalent Provision in a Credit Facility Agreement); (ii) this Agreement; or (iii) any Common Assurance; (c) indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above; (d) any Credit Facility Cash Cover permitted under the Credit Facility Documents relating to any Ancillary Facility or for any Letter of Credit issued by the Issuing Bank; (e) the indemnities contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any indemnities which are similar in meaning and effect to those indemnities (in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or (f) any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities.

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Super Senior Creditors and (unless otherwise permitted or not prohibited by the Required Pari Passu Creditors Senior Secured Notes Indenture and/or the Senior Secured Bridge Facility Agreement) Senior Secured Bridge/Notes Representative is obtained, take, accept or receive from any member of the Group the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original form of the Credit Facility Senior Facilities Agreement; (ii) this Agreement; or (iii) any Common Assurance; (c) in the case of an Ancillary Lender, indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above; (d) any Credit Facility SFA Cash Cover permitted under the Credit Facility Documents Senior Facilities Agreement relating to any Ancillary Facility or for any Letter of Credit issued by the Issuing Bank; (e) in the case of a Hedging Ancillary Lender, the indemnities or any netting or set-off arrangement contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any equivalent indemnities which are similar in meaning and effect to those indemnities (or arrangements in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or (f) in the case of an Ancillary Lender, any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities.

Security: Ancillary Lenders and Issuing Banks. No Ancillary Lender or Issuing Bank will, unless the prior consent of the Majority Super Senior Creditors and under the Required Pari Passu Creditors applicable agreement is obtained, take, accept or receive from any member of the Group or, from a Third Party Security Provider the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities owed to it other than: (a) the Common Transaction Security; (b) each guarantee, indemnity or other assurance against loss contained in: (i) the original form of the Credit Facility Senior Facilities Agreement or any substantially equivalent provision in a Permitted Senior Secured Facilities Agreement, or Permitted Super Senior Secured Facilities Agreement; (ii) this Agreement; or (iii) any Common Assurance; (c) guarantees, indemnities and assurances against loss contained in the Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above; (d) issued to the Issuing Bank or any Credit Facility SFA Cash Cover Cover, in each case, permitted under the Credit Facility Documents Senior Facilities Agreement or any Permitted Senior Secured Facilities Agreement or Permitted Super Senior Secured Facilities Agreement relating to any Ancillary Facility or for any Letter of Credit issued by the Issuing BankCredit; (e) the indemnities or any netting or set-off arrangement contained in an ISDA Master Agreement (in the case of a Hedging Ancillary Document which is based on an ISDA Master Agreement) or any indemnities or any netting or set-off arrangements which are similar in meaning and effect to those indemnities indemnities, netting or set-off arrangements (in the case of a Hedging Ancillary Document which is not based on an ISDA Master Agreement); or; (f) any Security, guarantee, indemnity or other assurance against loss giving effect to, or arising as a result of the effect of, any netting or set-off arrangement relating to the Ancillary Facilities for the purpose of netting debit and credit balances arising under the Ancillary Facilities.; (g) any Security, guarantee, indemnity or other assurance against loss permitted under Clause 3.3 (