Common use of Transaction Security Clause in Contracts

Transaction Security. (a) Each of the Parties agrees that the Transaction Security shall rank and secure the following Liabilities (only to the extent that such Transaction Security is expressed to secure those Liabilities), but in the case of the Senior Lender Liabilities, the Senior Secured Notes Liabilities, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amount, the Pari Passu Debt Representative Amounts, the Second Lien Agent Liabilities, the Second Lien Notes Trustee Amounts and the Hedging Liabilities, without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation), in the following order: (i) first, the Senior Lender Liabilities, the Senior Secured Notes Liabilities, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amounts, the Pari Passu Debt Representative Amounts, the Hedging Liabilities, the Second Lien Agent Liabilities and the Second Lien Notes Trustee Amounts (but, in the case of Transaction Security granted under the Pre-Effective Date Security Documents, only to the extent that such Transaction Security is expressed to secure those Liabilities, but without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation)), pari passu and without any preference between them; and (ii) second, the Second Lien Liabilities (other than the Second Lien Agent Liabilities) pari passu and without any preference between them. (b) For the avoidance of doubt, it is expressly acknowledged and agreed that any Hedging Liability that constitutes an Excluded Swap Obligation shall not be secured by the assets of any Non-ECP Debtor.

Transaction Security. (a) Each of the Parties agrees that the Transaction Security shall rank and secure the following Liabilities (only to irrespective of whether the extent that such related Transaction Security is Documents are themselves expressed to secure those Liabilities), be first ranking or of any Lower Ranking Security but in the case of the Senior Lender Liabilities, the Senior Secured Notes Liabilities, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amount, the Pari Passu Debt Representative Amounts, the Second Lien Agent Liabilities, the Second Lien Notes Trustee Amounts and the Hedging Liabilities, without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation), in the following order: (i) first, the Senior Lender Liabilities, the Senior Secured Notes Liabilities, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amounts, the Pari Passu Debt Representative Amounts, the Hedging Liabilities, the Second Lien Agent Liabilities and the Second Lien Notes Trustee Amounts (but, in the case of Transaction Security granted under the Pre-Effective Date Security Documents, only to the extent that such Transaction Security is expressed to secure those Liabilities, but in the case of the Senior Lender Liabilities, the Senior Secured Notes Liabilities and the Hedging Liabilities (other than Excluded Swap Obligations), without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation)) in the following order: (i) prior to the Super Senior Designation Date: (A) first, the Senior Agent Liabilities, the Second Lien Agent Liabilities, the Senior Unsecured Agent Liabilities, the Senior Arranger Liabilities, the Senior Lender Liabilities, the Hedging Liabilities (other than Excluded Swap Obligations), the Cash Management Liabilities, the Senior Secured Notes Liabilities, the Senior Secured Notes Trustee Amounts, the Senior Secured Arranger Liabilites, the Second Lien Notes Trustee Amounts and the Senior Unsecured Notes Trustee Amounts pari passu and without any preference between them; (B) second, the Second Lien Arranger Liabilities and the Second Lien Liabilities pari passu and without any preference between them; and (C) third (to the extent of any Senior Unsecured Shared Security), the Senior Unsecured Arranger Liabilities and the Senior Unsecured Liabilities pari passu and without any preference between them; (ii) on and from the Super Senior Designation Date: (A) first, the Senior Agent Liabilities, the Second Lien Agent Liabilities, the Senior Unsecured Agent Liabilities, the Senior Arranger Liabilities, the Senior Lender Liabilities, the Super Senior Hedging Liabilities (other than Excluded Swap Obligations), the Pari Passu Hedging Liabilities (other than Excluded Swap Obligations), the Cash Management Liabilities, the Senior Secured Notes Liabilities, the Senior Secured Notes Trustee Amounts, the Senior Secured Arranger Liabilities, the Second Lien Notes Trustee Amounts and the Senior Unsecured Notes Trustee Amounts pari passu and without any preference between them; (B) second, the Second Lien Arranger Liabilities (other than and the Second Lien Agent LiabilitiesLiabilities pari passu and without any preference between them; and (C) third (to the extent of any Senior Unsecured Shared Security only), the Senior Unsecured Arranger Liabilities and the Senior Unsecured Liabilities pari passu and without any preference between them. (b) For The Senior Unsecured Only Security created pursuant to the avoidance Senior Unsecured Only Security Documents shall rank and secure only the Senior Unsecured Arranger Liabilities and the Senior Unsecured Liabilities pari passu and without preference between them (irrespective of doubt, it is expressly acknowledged and agreed that any Hedging Liability that constitutes an Excluded Swap Obligation shall not whether the related Senior Unsecured Only Security Documents are themselves expressed to be secured by the assets first ranking or of any Non-ECP DebtorLower Ranking Security but only to the extent that such Senior Unsecured Only Security is expressed to secure these Liabilities).

Transaction Security. (a) Each of the Parties agrees that the Transaction Security shall rank and secure the following Liabilities Obligations (but only to the extent that such Transaction Security is expressed to secure those LiabilitiesObligations), but and, in the case of the Senior Lender LiabilitiesHedging Obligations, Cash Management Obligations, the Senior Secured Notes LiabilitiesObligations, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amount, the Pari Passu Debt Representative AmountsObligations, the Second Lien Agent Liabilities, the Second Lien Notes Trustee Amounts Debt Obligations and the Hedging LiabilitiesAdditional Unsecured Debt Obligations, without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation)Section 16, in the following order: (ia) first, the Senior Lender LiabilitiesObligations owed to the Security Agent, the Senior Secured Notes Liabilities, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amounts, Obligations and the Pari Passu Debt Representative AmountsAmounts pari passu and without any preference between them; (b) second, the Senior Secured Facilities Obligations, the Hedging LiabilitiesObligations, the Cash Management Obligations and the Pari Passu Debt Obligations pari passu and without any preference between them; (c) third, the Second Lien Agent Liabilities and the Second Lien Notes Trustee Amounts (but, in the case of Transaction Security granted under the Pre-Effective Date Security Documents, only to the extent that such Transaction Security is expressed to secure those Liabilities, but without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation)), Debt Obligations pari passu and without any preference between them; and (iid) secondfourth, the Second Lien Liabilities (other than the Second Lien Agent Liabilities) Additional Unsecured Debt Obligations pari passu and without any preference between them. , in each case irrespective of (bi) For the avoidance order of doubtexecution, it is expressly acknowledged creation, grant, attachment, perfection, registration, notice, enforcement or otherwise, (ii) the date on which any such Obligation arose, (iii) any provision of the Uniform Commercial Code, or any other applicable law or any defect or deficiencies in, or failure to perfect, the Liens securing the Senior Secured Facilities Obligations, the Hedging Obligations, the Cash Management Obligations and agreed that the Pari Passu Debt Obligations or any Hedging Liability that constitutes an Excluded Swap Obligation shall not be secured by other circumstance whatsoever and (iv) any fluctuation in the assets amount, or any intermediate discharge in whole or in part, of any Non-ECP Debtorsuch Obligation, and that in any event (and irrespective of the manner in which such Transaction Security is constituted) all proceeds of the Transaction Security shall be applied in accordance with Section 15.

Transaction Security. (a) Each of the Parties agrees that that: (a) the Priority Creditor Only Transaction Security shall rank and secure the following Liabilities (but only to the extent that such the Priority Creditor Only Transaction Security is expressed to secure those Liabilities), but in the case of the Senior Lender Liabilities, the Senior Secured Notes Liabilities, the Pari Passu Debt Liabilities, the Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amount, the Pari Passu Debt Representative Amounts, the Second Lien Agent Liabilities, the Second Lien Notes Trustee Amounts and the Hedging Liabilities, without prejudice to Clause 18 (Application of Proceeds) and Clause 19 (Equalisation), in the following order: (iA) first, the Super Senior Lender Liabilities, the Senior Secured Notes Liabilities, Liabilities and the Pari Passu Debt Liabilities, Liabilities pari passu and without any preference between them (save to the extent as otherwise agreed between the Super Senior Agent Liabilities, the Senior Arranger Liabilities, the Senior Secured Notes Trustee Amounts, Creditors and the Pari Passu Debt Representative Amounts, the Hedging LiabilitiesCreditors); and (B) second, the Second Lien Agent Hedging Liabilities and the Second Lien Notes Trustee Amounts Debt Liabilities (but, in subject to the case terms of this Agreement) pari passu and without any preference between them (save to the extent as otherwise agreed between the Second Lien Creditors); (b) the Common Transaction Security granted under shall rank and secure the Pre-Effective Date Security Documents, following Liabilities (but only to the extent that such Common Transaction Security is expressed to secure those Liabilities) in the following order: (A) first, but without prejudice to Clause 18 (Application of Proceeds) the Super Senior Liabilities and Clause 19 (Equalisation)), the Pari Passu Liabilities pari passu and without any preference between them; andthem (save to the extent as otherwise agreed between the Super Senior Creditors and the Pari Passu Creditors); (iiB) second, the Second Lien Hedging Liabilities (other than and the Second Lien Agent Liabilities) Debt Liabilities pari passu and without any preference between them.them (save to the extent as otherwise agreed between the Second Lien Creditors); and AMERICAS 120207225 (bC) For third, the avoidance Senior Subordinated Hedging Liabilities and Senior Subordinated Debt Liabilities pari passu and without any preference between them (save to the extent as otherwise agreed between the Senior Subordinated Creditors), in each case, subject to the order for the application of doubt, it is expressly acknowledged and agreed that any Hedging Liability that constitutes an Excluded Swap Obligation shall not be secured by the assets enforcement proceeds set out in Clause 23 (Application of any Non-ECP DebtorProceeds).