Common use of SENIOR PARENT CREDITORS AND SENIOR PARENT LIABILITIES Clause in Contracts

SENIOR PARENT CREDITORS AND SENIOR PARENT LIABILITIES. 6.1 Restriction on Payment and dealings: Senior Parent Liabilities (a) pay, repay, prepay, redeem, acquire or defease any principal, interest or other amount on or in respect of, or make any distribution in respect of, any Senior Parent Liabilities in cash or in kind or apply any such money or property in or towards discharge of any Senior Parent Liabilities except as permitted by Clause 6.2 (Permitted Senior Parent Payments), Clause 6.9 (Permitted Senior Parent enforcement), Clause 9.5 (Filing of claims) or Clause 16 (Additional debt); (b) exercise any set-off against any Senior Parent Liabilities, except as permitted by Clause 6.2 (Permitted Senior Parent Payments), Clause 6.8 (Restrictions on enforcement by Senior Parent Creditors), Clause 9.5 (Filing of claims) or Clause 16 (Additional debt); or (c) create or permit to subsist any Security over any assets of any member of the Group or assets of any Third Party Security Provider which are subject to Transaction Security or give any guarantee (and the Senior Parent Agents may not, and no Senior Parent Creditor may, accept the benefit of any such Security or guarantee from any Group Company or Third Party Security Provider) for, or in respect of, any Senior Parent Liabilities other than: (i) the Senior Parent Guarantees; (ii) at the option of the Parent, all or any of the Transaction Security (provided that, for the avoidance of doubt, each of the Parties agrees that the Transaction Security shall rank and secure the Senior Parent Liabilities as set out in Clause 2.2 (Transaction Security)); (iii) any Security over any assets of any Senior Parent Debt Issuer that is a member of the Group (other than, without prejudice to paragraph (ii) above and paragraph (v) below, any such assets subject to the Senior Parent Debt Issuer Security); (iv) any other Security or guarantee provided by a member of the Group (the "Credit Support Provider") provided that, to the extent legally possible and subject to the Agreed Security Principles: (A) the Credit Support Provider becomes party to this Agreement as a Debtor or Third Party Security Provider (as applicable) (if not already a Party in that capacity); (B) all amounts actually received or recovered by any Senior Parent Agent or Senior Parent Creditor with respect to any such Security shall immediately be paid to the Security Agent and applied in accordance with Clause 14 (Application of proceeds); A44420063 (C) any such Security may only be enforced in accordance with Clause 12.6 (Security held by other Creditors); and (D) any such guarantee is expressed to be subject to the terms of this Agreement; (v) the Shared Security; and (vi) any Security, guarantee, indemnity or other assurance against loss from any member of the Group in connection with: (A) any escrow or similar or equivalent arrangements entered into in respect of amounts which are being held (or will be held) by a person which is not a member of the Group prior to release of those amounts to a member of the Group; or (B) any actual or proposed defeasance, redemption, prepayment, repayment, purchase or other discharge of any Senior Lender Liabilities, Operating Facility Liabilities, Senior Notes Liabilities and/or Permitted Senior Financing Liabilities (in each case provided that such defeasance, redemption, prepayment, repayment, purchase or other discharge is not prohibited by the terms of this Agreement), provided that, for the avoidance of doubt, nothing in this Clause 6.1 shall restrict any person which is not a member of the Group from creating or permitting to subsist any Security over any assets of such person or giving any guarantee for, or in respect of, any Senior Parent Liabilities.

SENIOR PARENT CREDITORS AND SENIOR PARENT LIABILITIES. 6.1 Restriction on Payment and dealings: Senior Parent Liabilities (a) pay, repay, prepay, redeem, acquire or defease any principal, interest or other amount on or in respect of, or make any distribution in respect of, any Senior Parent Liabilities in cash or in kind or apply any such money or property in or towards discharge of any Senior Parent Liabilities except as permitted by Clause 6.2 (Permitted Senior Parent Payments), Clause 6.9 (Permitted Senior Parent enforcement), Clause 9.5 (Filing of claims) or Clause 16 (Additional debtDebt); (b) exercise any set-off against any Senior Parent Liabilities, except as permitted by Clause 6.2 (Permitted Senior Parent Payments), Clause 6.8 (Restrictions on enforcement by Senior Parent Creditors), Clause 9.5 (Filing of claims) or Clause 16 (Additional debtDebt); or (c) create or permit to subsist any Security over its assets or any assets of any member of the Group or assets of any Third Party Security Provider which are subject to Transaction Security or give any guarantee (and the Senior Parent Agents may not, and no Senior Parent Creditor may, accept the benefit of any such Security or guarantee from any Group Company or Third Party Security ProviderCompany) for, or in respect of, any Senior Parent Liabilities other than: (i) the Senior Parent Guarantees; (ii) at the option of the Parent, all or any of the Transaction Security (provided that, for the avoidance of doubt, each of the Parties agrees that the Transaction Security shall rank and secure the Senior Parent Liabilities as set out in Clause 2.2 (Transaction Security)); (iii) any Security over any assets of any Senior Parent Debt Issuer that is a member of the Group (other than, without prejudice to paragraph (ii) above and paragraph (v) belowabove, any such assets subject to the Senior Parent Debt Issuer Security); (iv) any other Security or guarantee provided by a member of the Group (the "“Credit Support Provider"”) provided that, to the extent legally possible and subject to the Agreed Security Principlespossible: (A) the Credit Support Provider becomes party to this Agreement as a Debtor or Third Party Security Provider (as applicable) (if not already a Party in that capacity); (B) all amounts actually received or recovered by any Senior Parent Agent or Senior Parent Creditor with respect to any such Security shall immediately be paid to the Security Agent and applied in accordance with Clause 14 (Application of proceedsProceeds); A44420063; (C) any such Security may only be enforced in accordance with Clause 12.6 (Security held by other Creditors); and (D) any such guarantee is expressed to be subject to the terms of this Agreement; (v) the Shared Security; and (viv) any Security, guarantee, indemnity or other assurance against loss from any member of the Group in connection with: (A) any escrow or similar or equivalent arrangements entered into in respect of amounts which are being held (or will be held) by a person which is not a member of the Group prior to release of those amounts to a member of the Group; or (B) any actual or proposed defeasance, redemption, prepayment, repayment, purchase or other discharge of any Senior Lender Liabilities, Operating Facility Liabilities, any Priority Facility Liabilities, any Senior Notes Liabilities and/or Permitted Senior Financing Liabilities (in each case provided that such defeasance, redemption, prepayment, repayment, purchase or other discharge is not prohibited by the terms of this Agreement), provided that, for the avoidance of doubt, nothing in this Clause 6.1 shall restrict any person which is not a member of the Group from creating or permitting to subsist any Security over any assets of such person or giving any guarantee for, or in respect of, any Senior Parent Liabilities.

SENIOR PARENT CREDITORS AND SENIOR PARENT LIABILITIES. 6.1 Restriction on Payment and dealings: Senior Parent Liabilities (a) pay, repay, prepay, redeem, acquire or defease any principal, interest or other amount on or in respect of, or make any distribution in respect of, any Senior Parent Liabilities in cash or in kind or apply any such money or property in or towards discharge of any Senior Parent Liabilities except as permitted by Clause 6.2 (Permitted Senior Parent Payments), Clause 6.9 (Permitted Senior Parent enforcement), Clause 9.5 (Filing of claims) or Clause 16 (Additional debtDebt); (b) exercise any set-off against any Senior Parent Liabilities, except as permitted by Clause 6.2 (Permitted Senior Parent Payments), Clause 6.8 (Restrictions on enforcement by Senior Parent Creditors), Clause 9.5 (Filing of claims) or Clause 16 (Additional debtDebt); or (c) create or permit to subsist any Security over any assets of any member of the Group or assets of any Third Party Security Provider which are subject to Transaction Security or give any guarantee (and the Senior Parent Agents may not, and no Senior Parent Creditor may, accept the benefit of any such Security or guarantee from any Group Company or Third Party Security ProviderCompany) for, or in respect of, any Senior Parent Liabilities other than: (i) the Senior Parent Guarantees; (ii) at the option of the Parent, all or any of the Transaction Security (provided that, for the avoidance of doubt, each of the Parties agrees that the Transaction Security shall rank and secure the Senior Parent Liabilities as set out in Clause 2.2 (Transaction Security)); (iii) any Security over any assets of any Senior Parent Debt Issuer that is a member of the Group (other than, without prejudice to paragraph (ii) above and paragraph (v) belowabove, any such assets subject to the Senior Parent Debt Issuer Security); (iv) any other Security or guarantee provided by a member of the Group (the "“Credit Support Provider"”) provided that, to the extent legally possible and subject to the Agreed Security Principlespossible: (A) the Credit Support Provider becomes party to this Agreement as a Debtor or Third Party Security Provider (as applicable) (if not already a Party in that capacity); (B) all amounts actually received or recovered by any Senior Parent Agent or Senior Parent Creditor with respect to any such Security shall immediately be paid to the Security Agent and applied in accordance with Clause 14 (Application of proceedsProceeds); A44420063; (C) any such Security may only be enforced in accordance with Clause 12.6 (Security held by other Creditors); and (D) any such guarantee is expressed to be subject to the terms of this Agreement; (v) the Shared Security; and (vi) any Security, guarantee, indemnity or other assurance against loss from any member of the Group in connection with: (A) any escrow or similar or equivalent arrangements entered into in respect of amounts which are being held (or will be held) by a person which is not a member of the Group prior to release of those amounts to a member of the Group; or (B) any actual or proposed defeasance, redemption, prepayment, repayment, purchase or other discharge of any Senior Lender Liabilities, Operating Facility Liabilities, Senior Notes Liabilities and/or Permitted Senior Financing Liabilities (in each case provided that such defeasance, redemption, prepayment, repayment, purchase or other discharge is not prohibited by the terms of this Agreement), provided that, for the avoidance of doubt, nothing in this Clause 6.1 shall restrict any person which is not a member of the Group from creating or permitting to subsist any Security over any assets of such person or giving any guarantee for, or in respect of, any Senior Parent Liabilities.Clause