Oatly Group AB (OTLY) 20-F2022 FY Annual report (foreign)

Exhibit 4.10

PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN

EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS

THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

EXCLUDED INFORMATION IS MARKED AS [***] BELOW.

Dated: 18 April 2023

Intercreditor Agreement

between

OATLY GROUP AB (PUBL)
as Parent

CEREAL BASE CEBA AKTIEBOLAG
as Holdings

OATLY INC.
as U.S. Borrower

OATLY AB
as Swedish Borrower

WILMINGTON TRUST (LONDON) LIMITED
as Common Security Agent

J.P. MORGAN SE
as Senior Secured Term Facilities Agent

WILMINGTON TRUST (LONDON) LIMITED
as Senior Secured Revolving Facilities Agent

AB SVENSK EXPORTKREDIT
as Original Senior Secured Export Credit Agency Facilities Lender

and others

White & Case LLP

5 Old Broad Street
London, EC2N 1DW
United Kingdom

|

|EU-DOCS\43038547.1|| | DRAFT 030385-0578|

Table of Contents

Page

Page

This Intercreditor Agreement is made on ___ April 2023

Between:

(1) OATLY GROUP AB (PUBL), a limited liability company organized under the laws of Sweden (the “Parent”);

(2) CEREAL BASE CEBA AKTIEBOLAG, a limited liability company organized under the laws of Sweden (“Holdings”);

(3) Each Entity listed in Schedule 4 (The Original Debtors and Original Intra-Group Lenders) as Original Debtors (each an “Original Debtor”);

(4) Each Entity listed in Schedule 4 (The Original Debtors and Original Intra-Group Lenders) as Original Intra-Group Lenders (each an “Original Intra-Group Lenders”);

(5) J.P. Morgan SE, BNP Paribas SA, Bankfilial Sverige, Coöperatieve Rabobank U.A. and Nordea Bank Abp, filial i Sverige as joint lead arrangers under the Senior Secured Revolving Facilities Agreement (the “Senior Secured Revolving Credit Facilities Arrangers”);

(6) J.P. Morgan SE, BNP PARIBAS SECURITIES CORP, COÖPERATIEVE RABOBANK U.A. AND NORDEA BANK ABP, FILIAL I SVERIGE as joint lead arrangers under the Senior Secured Term Facilities Agreement (the “Senior Secured Term Facility Arrangers” and, together with the Senior Secured Revolving Credit Facilities Arrangers, the “Senior Secured Facilities Arrangers”);

(7) J.P. MORGAN SE as administrative agent for and on behalf of the Senior Secured Term Facilities Lenders (as defined below) (the “Senior Secured Term Facilities Agent”);

(8) WILMINGTON TRUST (LONDON) LIMITED as facility agent for and on behalf of the Senior Secured Revolving Facilities Lenders (as defined below) (the “Senior Secured Revolving Facilities Agent”);

(9) WILMINGTON TRUST (LONDON) LIMITED as Common Security Agent for and on behalf of the Secured Parties (as defined below) (the “Common Security Agent”);

(10) THE FINANCIAL INSTITUTIONS named on the signing pages as Original Senior Secured Term Facilities Lenders (the “Original Senior Secured Term Facilities Lenders”);

(11) THE FINANCIAL INSTITUTIONS named on the signing pages as Original Senior Secured Revolving Facility Lenders (the “Original Senior Secured Revolving Facility Lenders”);

(12) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as trustee in respect of the US Unsecured Convertible Notes (the “US Unsecured Convertible Notes Trustee”);

(13) THE FINANCIAL INSTITUTIONS named on the signing pages as Unsecured Convertible Noteholders;

(14) THE FINANCIAL INSTITUTION named on the signing pages as Senior Secured Export Credit Agency Facilities Lender (the “Original Senior Secured Export Credit Agency Facilities Lender”);

(15) Upon Accession each Hedge Counterparty;

(16) Upon Accession each Cash Management Facility Creditor; and

(17) Upon Accession each other person from time to time a party to this Agreement.

It is agreed as follows:

Section 1
Interpretation

1. Definitions and Interpretation

1.1 Definitions

In this Agreement:

“1992 ISDA Master Agreement” means the 1992 Master Agreement (Multicurrency – Cross Border) as published by the International Swaps and Derivatives Association, Inc.

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Acceleration Event” means, for the purposes of any Primary Creditor Debt Document at any time:

(a) in the case of a Super Senior Debt Document, a Super Senior Acceleration Event;

(b) in the case of a Pari Passu Debt Document, a Pari Passu Acceleration Event;

(c) in the case of a Second Lien Debt Document, a Second Lien Acceleration Event;

(d) in the case of a Senior Subordinated Debt Document, a Senior Subordinated Acceleration Event;

(e) in the case of a Cash Management Facility Document, a Cash Management Facility Acceleration Event; and

(f) in the case of an Unsecured Convertible Note Document, an Unsecured Convertible Notes Acceleration Event,

which, in each case, remains unrevoked or otherwise cancelled.

“Acquired Indebtedness” has the meaning given to the term “Acquired Indebtedness” in the Senior Secured Term Facilities Agreement or any Equivalent Provision in any other Debt Document.

“Additional Security Documents” has the meaning given to that term in paragraph (a) of Clause 25.2 (Additional Transaction Security).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agreed Security Principles” has the meaning given to the term “Agreed Security Principles” in each of the Senior Secured Revolving Facilities Agreement and the Senior Secured Term Facilities Agreement until the Senior Secured Facilities Discharge Date and thereafter the meaning that applies by virtue of the rules in paragraph (k) of Clause 1.2 (Construction).

“Ancillary Document” means each Super Senior Ancillary Document and each Pari Passu Ancillary Document.

“Ancillary Facility” means each Super Senior Ancillary Facility and each Pari Passu Ancillary Facility.

“Ancillary Lender” means each Super Senior Ancillary Lender and each Pari Passu Ancillary Lender.

“Appropriation” means the appropriation (or similar process) of the shares in the capital of a member of the Group or a Debtor by the Common Security Agent (or any Receiver or Delegate) which is effected (to the extent permitted under the relevant Transaction Security Document and applicable law) by enforcement of any Transaction Security.

“Arranger” means each Senior Secured Facilities Arranger, each other Super Senior Arranger, each other Pari Passu Arranger, each Cash Management Facility Arranger, each Second Lien Arranger, each Senior Subordinated Arranger, each Unsecured Arranger and each Independent Security Arranger, as the case may be.

“Automatic Early Termination” means the termination or close-out of any hedging transaction prior to the maturity of that hedging transaction which is brought about automatically by the terms of the relevant Hedging Agreement and without any party to the relevant Hedging Agreement taking any action to terminate that hedging transaction.

“Available Commitment” has the meaning given to the term “Available Commitment” or any available undrawn Commitment or any Equivalent Provision in:

(a) in relation to a Senior Secured Facilities Lender, the Senior Secured Facilities Agreements;

(b) in relation to any other Super Senior Lender, the relevant Super Senior Facility Agreement;

(c) in relation to any other Pari Passu Lender, the relevant Pari Passu Facility Agreement;

(d) in relation to any Second Lien Facility Lender, the relevant Second Lien Facility Agreement; and

(e) in relation to any Senior Subordinated Facility Lender, the relevant Senior Subordinated Facility Agreement.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. §101 et seq.).

“Borrowing Liabilities” means, in relation to a member of the Group or a Debtor, the liabilities and obligations (not being Guarantee Liabilities) such member of the Group or a Debtor may have as a principal debtor to a Creditor (other than to an Arranger or a Creditor Representative) or a Debtor in respect of Liabilities arising under the Debt Documents (whether incurred solely or jointly and including liabilities and obligations as a borrower or (if applicable) an issuer under the Debt Documents but not including any guarantee or indemnity or parallel debt obligation in respect of another person’s liabilities or obligations).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, London, New York City, and Stockholm.

“Capital Maintenance Compliance” has the meaning given to that term in paragraph (b)(v) of Clause 11.2 (Permitted Payments: Intra-Group Liabilities).

“Cash” means the money and/or currency of a given jurisdiction which Securities Intermediary deems acceptable for deposit in a deposit account.

“Cash Management Facility” means any facility made available by one or more Cash Management Facility Lenders for working capital and/or general corporate purposes of the Group, including any of the following (or any combination of the following):

(a) an overdraft, treasury, depository and Cash Management Services;

(b) credit or debit cards; and

(c) any automated clearing house transfer of funds.

“Cash Management Facility Acceleration Event” means:

(a) a Cash Management Facility Lender (or, as applicable, any requisite class thereof specified in the applicable Cash Management Facility Documents) exercising any rights to accelerate amounts outstanding under the relevant Cash Management Facility pursuant to any Cash Management Facility Document; or

(b) any Cash Management Facility Liabilities becoming due and payable by operation of any automatic acceleration provisions in any Cash Management Facility Document,

in each case, for the avoidance of doubt, not including any declaration that any amount is payable on demand but including the exercise of any right to demand payment of an amount previously placed on demand.

“Cash Management Facility Agent” means any agent of a credit facility which creates or evidences the terms applicable to any Cash Management Facility Liabilities which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Cash Management Facility Arranger” means any arranger of a credit facility which creates or evidences the terms applicable to any Cash Management Facility Liabilities which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Cash Management Facility Commitment” means, in relation to a Cash Management Facility Lender and a Cash Management Facility, the maximum Common Currency Amount which that Cash Management Facility Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under a Cash Management Facility to the extent that amount is not cancelled or reduced under the Cash Management Facility Documents relating to that Cash Management Facility.

“Cash Management Facility Creditors” means the Cash Management Facility Arrangers, the Cash Management Facility Agents, any Issuing Bank in respect of any Cash Management Facility and the Cash Management Facility Lenders.

“Cash Management Facility Debtor” means each borrower of a Cash Management Facility and each Cash Management Facility Guarantor.

“Cash Management Facility Default” means a Default under one or more Cash Management Facility Documents.

“Cash Management Facility Discharge Date” means the first date on which all Cash Management Facility Liabilities have been fully and finally discharged to the satisfaction of the Cash Management Facility Lenders (including by way of defeasance in accordance with the Cash Management Facility Documents), whether or not as the result of an enforcement, and the Cash Management Facility Lenders (in that capacity) are under no further obligation to provide financial accommodation to any of the Cash Management Facility Debtors under any of the Cash Management Facility Finance Documents.

“Cash Management Facility Document” means each document relating to or evidencing the terms of a Cash Management Facility and which is designated as such by the Parent (in its discretion) in each case by written notice to the Common Security Agent.

“Cash Management Facility Event of Default” means an Event of Default under one or more Cash Management Facility Documents.

“Cash Management Facility Finance Documents” has the meaning given to any substantially equivalent term, in the relevant Cash Management Facility Document, to the term “Loan Document” in the Senior Secured Term Facilities Agreement.

“Cash Management Facility Guarantor” means, at any time, each Debtor which is a Senior Secured Facilities Guarantor at such time.

“Cash Management Facility LC” means any letter of credit, guarantee, indemnity or other instrument in a form requested by a borrower of a Cash Management Facility and agreed by the relevant Cash Management Facility Lenders (or any Issuing Bank on their behalf).

“Cash Management Facility Lender” means each person which makes a Cash Management Facility available pursuant to the terms of, and each Issuing Bank under, a Cash Management Facility Document.

“Cash Management Facility Liabilities” means the Liabilities owed by the Debtors to the Cash Management Facility Creditors under or in connection with the Cash Management Facility Finance Documents.

“Cash Management Facility Mandatory Prepayment” means a mandatory prepayment of any of the Cash Management Facility Liabilities pursuant to the Cash Management Facility Documents.

“Cash Management Facility Outstanding” means, at any time, in relation to a Cash Management Facility Lender and a Cash Management Facility then in force the aggregate of the equivalents in the Common Currency of the following outstanding amounts under that Cash Management Facility:

(a) the principal amount under each overdraft facility and on demand short term loan facility (provided that, for the purposes of this definition, any amount of any outstanding utilisation under any BACS facility, other intra-day exposure facilities (or similar) made available by a Cash Management Facility Lender shall be excluded, unless, in relation to that Cash Management Facility, otherwise agreed between the Parent and the relevant Cash Management Facility Lender);

(b) the principal amount of each other facility or each guarantee, bond and letter of credit under that Cash Management Facility; and

(c) the amount fairly representing the aggregate exposure or equivalent outstanding (excluding interest and similar charges) of that Cash Management Facility Lender under each other type of accommodation provided under that Cash Management Facility,

in each case net of any credit balances on any account of any borrower of a Cash Management Facility with the Cash Management Facility Lender making available that Cash Management Facility to the extent that the credit balances are freely available to be set off by that Cash Management Facility Lender against liabilities owed to it by that borrower under that Cash Management Facility and in each case as determined by such Cash Management Facility Lender, acting reasonably and in accordance with the relevant Cash Management Facility Document, or (if not provided for in the relevant Cash Management Facility Document), after consultation with the relevant borrower, in accordance with its normal banking practice and in accordance with the relevant Cash Management Facility Document.

For the purposes of this definition:

(i) in relation to any utilisation (howsoever described) denominated in the Common Currency, the amount of that utilisation (howsoever described) (determined as described in paragraphs (a) to (c) above) shall be used; and

(ii) in relation to any utilisation or outstanding (howsoever described) not denominated in the Common Currency, the equivalent (calculated as specified in the relevant Cash Management Facility Document or, if not so specified, as the relevant Cash Management Facility Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent in the Common Currency (acting reasonably)) of the amount of that utilisation (determined as described in paragraphs (a) to (c) above) shall be used.

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default); automated clearing house transactions, treasury and/or cash management services, including, without limitation, treasury, depository, overdraft, credit, purchasing or debit card, non-card e-payables services, electronic funds transfer, treasury management services (including controlled disbursement services, overdraft facilities, automatic clearing house fund transfer services, return items and interstate depository network services, other demand deposit or operating account relationships), foreign exchange facilities, deposit and other accounts and merchant services.

“Cash Proceeds” means:

(a) proceeds of the Security Property which are in the form of cash; and

(b) any cash which is generated by holding, managing, exploiting, collecting, realising or disposing of any proceeds of the Security Property which are in the form of Non-Cash Consideration.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act in 42 U.S.C. §9601, et seq.

“Charged Property” means the Common Charged Property and the Priority Creditor Only Charged Property (but not the Independent Security Charged Property).

“Close-Out Netting” means:

(a) in respect of a Hedging Agreement or a Hedging Ancillary Document based on a 1992 ISDA Master Agreement, any step involved in determining the amount payable in respect of an Early Termination Date (as defined in the 1992 ISDA Master Agreement) under section 6(e) (Payments on Early Termination) of the 1992 ISDA Master Agreement before the application of any subsequent Set‑off (as defined in the 1992 ISDA Master Agreement);

(b) in respect of a Hedging Agreement or a Hedging Ancillary Document based on a 2002 ISDA Master Agreement, any step involved in determining an Early Termination Amount (as defined in the 2002 ISDA Master Agreement) under section 6(e) (Payments on Early Termination) of the 2002 ISDA Master Agreement; and

(c) in respect of a Hedging Agreement or a Hedging Ancillary Document not based on an ISDA Master Agreement, any step involved on a termination of the hedging transactions under that Hedging Agreement pursuant to any provision of that Hedging Agreement which has a similar effect to either provision referenced in paragraph (a) and paragraph (b) above.

“Commitment” means a Super Senior Facility Commitment, a Pari Passu Facility Commitment, a Second Lien Facility Commitment or a Senior Subordinated Facility Commitment.

“Common Assurance” means any guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, the benefit of which (however conferred) is, to the extent legally possible and subject to any Agreed Security Principles, given to all the Secured Parties in respect of their Liabilities (or given to the Common Security Agent in respect of any Parallel Debt).

“Common Charged Property” means all of the assets which from time to time are, or are expressed to be, the subject of the Common Transaction Security.

“Common Currency” means Dollars.

“Common Currency Amount” means, in relation to an amount, that amount converted (to the extent not already denominated in the Common Currency) into the Common Currency at the rate set out in Clause 1.4 (Exchange Rate).

“Common Recoveries” has the meaning given to that term in paragraph (a) of Clause 23.4 (Prospective Liabilities).

“Common Secured Obligations” means all the Liabilities and all other present and future liabilities and obligations at any time due, owing or incurred, in each case by any Debtor to any Common Secured Party under the Primary Creditor Documents (including to the Common Security Agent under the Parallel Debt pursuant to Clause 26.4 (Parallel Debt (Covenant to Pay the Common Security Agent)) to the extent permitted under applicable law), both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity.

“Common Secured Parties” means the Common Security Agent (including as Parallel Debt Creditor), any Receiver or Delegate and each of the Primary Creditors from time to time but, in the case of each such Primary Creditor, only if it (or, in the case of a Pari Passu Noteholder, a Second Lien Noteholder or a Senior Subordinated Noteholder, its Creditor Representative) is a Party or has acceded to this Agreement in the appropriate capacity pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking).

“Common Security Property” means:

(a) the Common Transaction Security expressed to be granted in favour of the Common Security Agent as trustee and/or agent for the Common Secured Parties (or pursuant to any joint and several creditorship or other similar or equivalent structure or parallel debt provisions set out in Clause 26.4 (Parallel Debt (Covenant to Pay the Common Security Agent)) or, as the case may be, to the Common Secured Parties identified in the relevant Common Transaction Security Document) for the benefit of the Common Secured Parties and all proceeds of that Common Transaction Security;

(b) all obligations expressed to be undertaken by a Debtor to pay amounts in respect of the Liabilities to the Common Security Agent as trustee and/or agent for the Common Secured Parties and secured by the Common Transaction Security, together with all representations and warranties expressed to be given by a Debtor or a Security Grantor in favour of the Common Security Agent as trustee and/or agent for the Common Secured Parties;

(c) the Common Security Agent’s interest in any trust fund in any amounts to be applied for the benefit only of the Common Secured Parties created pursuant to Clause 15.2 (Turnover by Creditors); and

(d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Common Security Agent is required by the terms of the Primary Creditor Documents to hold as agent and trustee on trust for (or as agent, common representative or otherwise for the benefit of) the Common Secured Parties,

but excluding, in each case, any property constituting Priority Creditor Only Security Property.

“Common Transaction Security” means any Transaction Security (excluding the Priority Creditor Only Transaction Security) which, to the extent legally possible and subject to any Agreed Security Principles:

(a) is created in favour of the Common Security Agent as trustee and/or agent for the other Common Secured Parties in respect of their Liabilities; or

(b) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Common Security Agent as trustee and/or agent for the Common Secured Parties is created in favour of:

(i) all the Common Secured Parties in respect of their Liabilities; or

(ii) the Common Security Agent under a parallel debt, joint and several creditorship or other similar or equivalent structure for the benefit of all the Common Secured Parties,

and which, in each case (but subject to the terms of this Agreement), ranks in the order of priority contemplated in Clause 2.2 (Transaction Security).

“Common Transaction Security Documents” means:

(a) any document, other than the Priority Creditor Only Transaction Security Documents and the Notes Escrow Security Documents, entered into by any Debtor or Security Grantor creating or expressed to create any Security in respect of the obligations of any of the Debtors under the Primary Creditor Documents; and

(b) any other document under which Security is granted under any covenant for further assurance in any of the documents referred to in paragraph (a) above.

“Competitive Sales Process” means:

(a) any public auction or other competitive sales process (including for the avoidance of doubt, a private auction in which multiple bidders are invited to participate) conducted with the advice of a Financial Adviser appointed by, or approved by, the Common Security Agent pursuant to Clause 20.7 (Appointment of Financial Adviser) in which the Second Lien Debt Creditors (or a representative acting on behalf of the Second Lien Debt Creditors and/or parties nominated by the Second Lien Debt Creditors (acting reasonably) provided that the Second Lien Debt Creditors may only nominate a maximum of five such parties) and Senior Subordinated Debt Creditors shall have a right to participate as bidders or financiers with equal information and access as other bidders generally subject to applicable securities law (provided that if such public auction or process attracts or could reasonably be expected to result in attracting no bidders or a bona fide and fully committed cash bid the cash consideration in relation to which is determined by the Common Security Agent (acting reasonably) to be less than the outstanding amount of the Pari Passu Liabilities, the Pari Passu Debt Creditors (or a representative acting on their behalf) shall also have a right to participate as bidders or financiers with equal information and access as other bidders generally) (and in each case for these purposes a “right to participate” means that any offer, or

indication of a potential offer, that a Primary Creditor makes shall be considered by the Common Security Agent or Financial Adviser against the same criteria as any offer, or indication of a potential offer, by any other bidder or potential bidder. For the avoidance of doubt, if after having applied that same criteria, the offer or indication of a potential offer made by a Primary Creditor is not considered by the Common Security Agent or Financial Adviser (acting reasonably and in good faith) to be sufficient to continue in the sale or disposal process, such consideration being against the same criteria as any offer, or indication of a potential offer, by another bidder or potential bidder (such continuation may include being invited to review additional information or being invited to have an opportunity to make a subsequent or revised offer, whether in another round of bidding or otherwise) then the right to participate of that Primary Creditor under this Agreement shall be deemed to be satisfied) provided that Second Lien Debt Creditors and Senior Subordinated Debt Creditors shall not have access to any due diligence report commissioned by the Priority Creditors or any agent or adviser on their behalf, whether or not any such due diligence report is addressed to, or capable of being relied upon by, any member of the Group or any shareholder of the Parent, which relates to the possible implementation of any Enforcement Action, debt restructuring and/or sales process which may or will involve the release and/or compromise of any of the Second Lien Liabilities and/or Senior Subordinated Liabilities, any guarantees given for the Second Lien Liabilities and/or Senior Subordinated Liabilities or any Transaction Security (the “Senior Secured Enforcement Advice”). Where any due diligence report that has been shared with any potential third-party purchaser under a Competitive Sales Process includes any Senior Secured Enforcement Advice, Second Lien Debt Creditors and Senior Subordinated Debt Creditors shall have access to the relevant report with the Senior Secured Enforcement Advice redacted; and

(b) any enforcement of any Transaction Security carried out by way of auction or other competitive sales process approved or supervised by or on behalf of any court of law, at the direction of or under the control of, a liquidator, receiver, administrative receiver, administrator, compulsory manager, registered auctioneer, registered stockbroker or other similar officer (or any analogous officer in any jurisdiction) appointed in respect of a member of the Group, Security Grantor or Debtor or the assets of a member of the Group, Security Grantor or Debtor or otherwise pursuant to requirements of applicable law.

“Conflicting Enforcement Instructions” means instructions (or proposed instructions) as to Enforcement delivered to the Common Security Agent by or on behalf of both the Majority Super Senior Creditors and the Enforcing Pari Passu Creditors that are inconsistent as to the manner of Enforcement (including any inconsistency as to the timeframe for realising value from an enforcement of the Transaction Security or a Distressed Disposal), it being understood that, for the purposes of triggering the consultation requirements under paragraph (b) of Clause 17.10 (Consultation: Majority Super Senior Creditors) or establishing whether there have been Conflicting Enforcement Instructions at the end of the Senior Consultation Period for the purposes of paragraph (a)(ii)(B) of the definition of Instructing Group only and not for any other purpose, the failure to give instructions by either the Majority Super Senior Creditors or the Enforcing Pari Passu Creditors (as applicable) will be deemed to be an instruction inconsistent with any other instructions given.

“Consent” means any consent, approval, release or waiver or agreement to any amendment.

“Consultation End Date” has the meaning given to that term in paragraph (d) of Clause 17.9 (Consultation: Pari Passu Creditors).

“Corresponding Debt” has the meaning given to that term in paragraph (a) of Clause 26.4 (Parallel Debt (Covenant to Pay the Common Security Agent)).

“Credit Participation” means Hedge Credit Participation, Independent Security Credit Participation, Pari Passu Credit Participation, Second Lien Credit Participation, Senior Subordinated Credit Participation or Super Senior Credit Participation as the context requires.

“Credit Related Close-Out” means any Permitted Hedge Close-Out which is not a Non-Credit Related Close-Out.

“Creditor Conflict” means, at any time prior to the Priority Discharge Date, a conflict between:

(a) the interests of any Super Senior Creditor;

(b) the interests of any Pari Passu Creditor; and

(c) the interests of any Second Lien Creditor.

“Creditor Representative” means:

(a) in relation to: (i) the Senior Secured Revolving Facilities Lenders, the Senior Secured Revolving Facilities Agent; (ii) the Senior Secured Term Facilities Lenders, the Senior Secured Term Facilities Agent; and (iii) the Senior Secured Export Credit Agency Facilities Lender, itself;

(b) in relation to any Super Senior Lenders, the person which has acceded to this Agreement as the Creditor Representative of those Super Senior Lenders pursuant to Clause 28.20 (Accession of Creditors);

(c) in relation to any other Pari Passu Creditor or any Pari Passu Noteholders, the person which has acceded to this Agreement as the Creditor Representative of those Pari Passu Noteholders or Pari Passu Lenders pursuant to Clause 28.20 (Accession of Creditors);

(d) in relation to any Unsecured Lenders or any Unsecured Noteholders, the person which has acceded to this Agreement as the Creditor Representative of those Unsecured Noteholders or Unsecured Lenders pursuant to Clause 28.20 (Accession of Creditors);

(e) in relation to any Second Lien Facility Lenders or any Second Lien Noteholders, the person which has acceded to this Agreement as the Creditor Representative of those Second Lien Facility Lenders or Second Lien Noteholders pursuant to Clause 28.20 (Accession of Creditors);

(f) in relation to any Senior Subordinated Facility Lenders or any Senior Subordinated Noteholders, the person which has acceded to this Agreement as the Creditor Representative of those Senior Subordinated Facility Lenders or Senior Subordinated Noteholders pursuant to Clause 28.20 (Accession of Creditors);

(g) in relation to any Independent Security Creditor, the person which has acceded to this Agreement as a Creditor Representative of that Independent Security Creditor pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking);

(h) in relation to a Hedge Counterparty, that Hedge Counterparty so long as it has acceded to this Agreement as a Hedge Counterparty pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking);

(i) in relation to any Unsecured Convertible Noteholders, the US Unsecured Convertible Notes Trustee and any person which has acceded to this Agreement as the Creditor Representative of the Unsecured Convertible Noteholders pursuant to Clause 28.20 (Accession of Creditors); and

(j) in relation to a Subordinated Creditor, any person which has acceded to this Agreement as a Creditor Representative of the Subordinated Creditors pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking).

“Creditor/Creditor Representative Accession Undertaking” means:

(a) an undertaking substantially in the form set out in Schedule 2 (Form of Creditor/Creditor Representative Accession Undertaking) or in such other form as the Common Security Agent and the Parent may agree from time to time (which may include any undertaking included in any transfer or assignment document, increase confirmation, uncommitted or additional facility assumption certificate, accession notice, or similar document contained in the applicable Primary Creditor Document, Unsecured Creditor Document or Independent Security Creditor Document), provided that, in each case, it contains a provision for accession to this Agreement which is substantially in the form set out in Schedule 2 (Form of Creditor/Creditor Representative Accession Undertaking); and

(b) in the case of an acceding Debtor which is expressed to accede as an Intra-Group Lender in the relevant Debtor/Security Grantor Accession Deed, that Debtor/Security Grantor Accession Deed.

“Creditor Representative Amounts” means fees, costs and expenses of a Creditor Representative payable to a Creditor Representative for its own account pursuant to the relevant Debt Documents or any engagement letter between a Creditor Representative and a Debtor (including any amount payable to a Creditor Representative by way of indemnity, remuneration or reimbursement for expenses incurred) and the costs incurred by a Creditor Representative in connection with any actual or attempted Enforcement Action which is permitted by this Agreement which are recoverable pursuant to the terms of the Debt Documents.

“Creditors” means the Primary Creditors, the Independent Security Creditors, the Unsecured Creditors, Intra-Group Lenders, the Unsecured Convertible Notes Creditors and the Subordinated Creditors.

“Debt Disposal” means any disposal of any Liabilities or Debtors’ Intra-Group Receivables pursuant to paragraphs (d) or (e) of Clause 20.1 (Facilitation of Distressed Disposals and Appropriation).

“Debt Document” means each of this Agreement, the Hedging Agreements, the Super Senior Debt Documents, the Pari Passu Debt Documents, the Second Lien Debt Documents, the Senior Subordinated Debt Documents, the Transaction Security Documents, the Independent Security Creditor Documents, the Unsecured Creditor Documents, the Unsecured Convertible Notes Documents, the Subordinated Debt Documents, any agreement, document or instrument creating or evidencing the terms of any Intra-Group Liabilities or any Subordinated Liabilities and any other document designated as such by the Common Security Agent and the Parent.

“Debtor” means each Original Debtor and any person which becomes a Party as a Debtor in accordance with the terms of Clause 28 (Changes to the Parties).

“Debtor Resignation Request” means a notice substantially in the form set out in Schedule 3 (Form of Debtor Resignation Request).

“Debtor/Security Grantor Accession Deed” means:

(a) a deed substantially in the form set out in Schedule 1 (Form of Debtor/Security Grantor Accession Deed); or

(b) (only in the case of a member of the Group or a Debtor which is acceding as a borrower, issuer or guarantor under a Primary Creditor Document, Unsecured Creditor Document or Independent Security Creditor Document) an accession document in the form required by the relevant Primary Creditor Document, Unsecured Creditor Document or Independent Security Creditor Document (provided that it contains an accession to this Agreement which is substantially in the form set out in Schedule 1 (Form of Debtor/Security Grantor Accession Deed)).

“Debtors’ Intra-Group Receivables” means, in relation to a member of the Group, any liabilities and obligations owed to any Group Debtor (whether actual or contingent and whether incurred solely or jointly) by that member of the Group.

“Default” means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the applicable Debt Documents or any combination of any of the foregoing) be an Event of Default provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes and Event of Default shall not be a Default unless that condition is satisfied.

“Defaulting Lender” means:

(a) any Senior Secured Facilities Lender which is a “Defaulting Lender” under, and as defined in, the Senior Secured Facilities Agreements; and

(b) (i) any Super Senior Lender which constitutes the equivalent of a “Defaulting Lender” under, and as defined in, the Senior Secured Facilities Agreements under any Equivalent Provision of any Super Senior Facility Agreement;

(ii) any other Pari Passu Lender which constitutes the equivalent of a “Defaulting Lender” under, and as defined in, the Senior Secured Facilities Agreements under any Equivalent Provision of any other Pari Passu Facility Agreement;

(iii) any Second Lien Facility Lender which constitutes the equivalent of a “Defaulting Lender” under, and as defined in, the Senior Secured Facilities Agreements under any Equivalent Provision of a Second Lien Facility Agreement; and

(iv) any Senior Subordinated Facility Lender which constitutes the equivalent of a “Defaulting Lender” under, and as defined in, the Senior Secured Facilities Agreements under any Equivalent Provision of a Senior Subordinated Facility Agreement.

“Delegate” means any custodian, delegate, agent, attorney, co-trustee, registered auctioneer or registered stockbroker appointed by the Common Security Agent or any registered auctioneer or stockbroker which forecloses on the Charged Property.

“Distress Event” means any of:

(a) an Acceleration Event; or

(b) the enforcement of any Transaction Security.

“Distressed Disposal” means a disposal of any Charged Property or, for the purposes of paragraphs (a) and (b) below, any other asset of a member of the Group, a Debtor or a Security

Grantor (including any Charged Property or other such asset which has been the subject of an Appropriation), which is:

(a) being effected at the request of the relevant Instructing Group in circumstances where the Transaction Security has become enforceable;

(b) being effected by enforcement of any Transaction Security (including the disposal of any Property of a member of the Group, a Debtor or a Security Grantor, the shares in which have been subject to an Appropriation); or

(c) being effected, after the occurrence of a Distress Event, by or on behalf of a Debtor or a Security Grantor to a person or persons which is, or are, not a member, or members, of the Group.

“Enforcement” means the enforcement or disposal of any Transaction Security, the requesting of a Distressed Disposal and/or the release or disposal of claims and/or Transaction Security on a Distressed Disposal under Clause 20 (Distressed Disposals and Appropriation), the giving of instructions as to actions with respect to the Transaction Security and/or the Charged Property following an Insolvency Event under Clause 14.7 (Common Security Agent Instructions) and the taking of any other actions consequential on (or necessary to effect) any of those actions.

“Enforcement Action” means:

(a) in relation to any Liabilities:

(i) the acceleration of any Liabilities or the making of any declaration that any Liabilities are prematurely due and payable (other than as a result of it becoming unlawful for a Creditor to perform its obligations under, or of any voluntary or mandatory prepayment arising under, the Debt Documents);

(ii) the making of any declaration that any Liabilities are payable on demand (other than one made by an Intra-Group Lender in relation to any Intra‑Group Liabilities to the extent that the Payment of such Intra-Group Liabilities would be a Permitted Intra-Group Payment);

(iii) the making of a demand in relation to a Liability that is payable on demand (other than a demand made by an Intra-Group Lender in relation to any Intra-Group Liabilities to the extent that any resulting Payment would be a Permitted Intra-Group Payment);

(iv) the making of any demand against any member of the Group or any Debtor in relation to any Guarantee Liabilities of that member of the Group or Debtor;

(v) the exercise of any right to require any member of the Group to acquire any Liability (including exercising any put or call option against any member of the Group for the redemption or purchase of any Liability other than in connection with an asset sale offer or a change of control offer (however defined) as set out in any Debt Document and excluding any such right which arises as a result of a Permitted Debt Exchange as defined in the Senior Secured Term Facilities Agreement or any Equivalent Provision of a Super Senior Facility Agreement, a Pari Passu Facility Agreement, a Second Lien Facility Agreement or a Senior Subordinated Facility Agreement or any open market purchases of, or any voluntary tender offer or exchange offer for, Pari Passu Notes, Second Lien Notes or Senior Subordinated Notes at a time at which no Default is continuing;

(vi) the exercise of any right of set-off, account combination or payment netting against any member of the Group or a Debtor in respect of any Liabilities other than the exercise of any such right:

(A) as Close-Out Netting by a Hedge Counterparty or by a Hedging Ancillary Lender;

(B) as Payment Netting by a Hedge Counterparty or by a Hedging Ancillary Lender;

(C) as Inter-Hedging Agreement Netting by a Hedge Counterparty;

(D) as Inter-Hedging Ancillary Document Netting by a Hedging Ancillary Lender;

(E) which, with respect to a Primary Creditor, is otherwise expressly permitted under the Primary Creditor Documents to the extent that the exercise of that right gives effect to a Permitted Payment;

(F) which, with respect to an Independent Security Creditor is otherwise expressly permitted under the Independent Security Creditor Documents to the extent that the exercise of that right gives effect to a Permitted Payment; or

(G) which, with respect to an Unsecured Creditor, is otherwise expressly permitted under the Unsecured Creditor Documents to the extent that the exercise of that right gives effect to a Permitted Payment; and

(vii) the suing for, commencing or joining of any legal or arbitration proceedings against any member of the Group or a Debtor to recover any Liabilities;

(b) the premature termination or close-out of any hedging transaction under any Hedging Agreement (except to the extent permitted by this Agreement or pursuant to a Permitted Automatic Early Termination);

(c) the taking of any steps by a Creditor to enforce or require the enforcement of any Transaction Security or Independent Security (including the crystallisation of any floating charge forming part of the Transaction Security or Independent Security) from which it benefits;

(d) the entering into of any composition, compromise, assignment or similar arrangement with any member of the Group or a Debtor or any Security Grantor which owes any Liabilities, or has given any Security, guarantee or indemnity or other assurance against loss in respect of any Liability (other than any action permitted under Clause 28 (Changes to the Parties), any such right which arises as a result of a Permitted Debt Exchange as defined in the Senior Secured Term Facilities Agreement or any Equivalent Provision of a Super Senior Facility Agreement, a Pari Passu Facility Agreement, a Second Lien Facility Agreement or a Senior Subordinated Facility Agreement or any open market purchases of, or voluntary tender offer or exchange offer for, Pari Passu Notes, Second Lien Notes or Senior Subordinated Notes at a time at which no Default is continuing); or

(e) the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator, monitor or similar officer) in relation to, the winding up, dissolution, administration or reorganisation or any restructuring plan of any member of the Group, a Debtor or any Security Grantor which owes any Liabilities, or has given any Security, guarantee, indemnity or other assurance

against loss in respect of any of the Liabilities, or any of the assets of such member of the Group, a Debtor or Security Grantor or any suspension of payments or moratorium of any indebtedness of any such member of the Group, or any analogous procedure or step in any jurisdiction,

except that the following shall not constitute Enforcement Action:

(i) the taking of any action falling within paragraphs (a)(ii), (iii), (iv) or (vii) or (e) above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods;

(ii) a Creditor bringing legal proceedings against any person solely for the purpose of:

(A) obtaining injunctive relief (or any analogous remedy outside England and Wales) to restrain any actual or putative breach of any Debt Document to which it is party;

(B) obtaining specific performance (other than specific performance of an obligation to make a payment) with no claim for damages; or

(C) requesting judicial interpretation of any provision of any Debt Document to which it is party with no claim for damages;

(iii) bringing legal proceedings against any person in connection with any fraud, securities violation or securities or listing regulations;

(iv) allegations of material misstatements or omissions made in connection with the offering materials relating to any Pari Passu Notes, Second Lien Notes or Senior Subordinated Notes or in reports furnished to the Pari Passu Noteholders, Second Lien Noteholders or the Senior Subordinated Noteholders or any exchange on which the Pari Passu Notes, the Second Lien Notes or the Senior Subordinated Notes are listed pursuant to the information and reporting requirements under Primary Creditor Documents;

(v) any discussions or consultations between, proposals made by, any of the Priority Creditors with respect to Enforcement pursuant to Clause 17 (Enforcement of Transaction Security);

(vi) to the extent entitled by law, the taking of action against any creditor (or any agent, trustee or receiver acting on behalf of such creditor) to challenge the basis on which any sale or disposal is to take place pursuant to powers granted to such persons under any security documentation;

(vii) any demand made by an Intra-Group Lender in relation to the Intra-Group Liabilities to the extent any resulting Payment would constitute a Permitted Intra-Group Payment; or

(viii) any Intra-Group Liabilities or Senior Subordinated Liabilities of a member of the Group being released or discharged in consideration for the issue of shares in that member of the Group prior to an Acceleration Event, subject to the issue of such shares being permitted under the Senior Secured Facilities Agreements and provided that the ownership interest of the member of the Group prior to such issue is not diluted as a result and provided further that (in any such case)

in the event that the shares of such member of the Group are subject to Transaction Security prior to such issue, then the percentage of shares in such Subsidiary subject to Transaction Security is not diluted.

“Enforcement Objective” means maximising, so far as is consistent with a prompt and expeditious realisation of value from an Enforcement of the Transaction Security, recovery by the Super Senior Creditors and the Pari Passu Creditors.

“Enforcement Principles” means the principles set out in ‎‎Schedule 7 (Enforcement Principles).

“Enforcement Proceeds” means any amount paid to or otherwise realised by a Secured Party under or in connection with any Enforcement and, following the occurrence of a Distress Event, any other proceeds of, or arising from, any of the Charged Property.

“Enforcing Pari Passu Creditors” means at any time prior to the Pari Passu Discharge Date, one of the following classes of Pari Passu Debt Creditors which, subject to Clause 17.9 (Consultation: Pari Passu Creditors), has (i) delivered a Pari Passu Enforcement Proposal to the Common Security Agent where the Common Security Agent has not received any prior Pari Passu Enforcement Proposal from any other class of Pari Passu Debt Creditors, and (ii) substantially simultaneously provided a copy of the Pari Passu Enforcement Proposal to the other relevant Creditor Representatives in respect of any Pari Passu Debt Liabilities (such class which first delivers its Pari Passu Enforcement Proposal to the Common Security Agent, the “Initial Enforcing Pari Passu Creditors”):

(a) the Senior Secured Revolving Facilities Lenders whose Pari Passu Credit Participations at that time aggregate more than 50 per cent. of the total Pari Passu Credit Participations under the Senior Secured Revolving Facilities Agreement at that time (acting through the Senior Secured Revolving Facilities Agent) (“Required RCF Lenders”);

(b) the Senior Secured Term Facilities Lenders whose Pari Passu Credit Participations at that time aggregate more than 50 per cent. of the total Pari Passu Credit Participations under the Senior Secured Term Facilities Agreement at that time (“Required TLB Lenders”) (acting through the Senior Secured Term Facilities Agent); or

(c) during an Export Credit Agency Facilities Enforcement Period only, the Senior Secured Export Credit Agency Facilities Lender,

provided that (other than during an Export Credit Agency Facilities Enforcement Period):

(i) if the Required RCF Lenders and the Required TLB Lenders so agree (and notify the Common Security Agent accordingly), “Enforcing Pari Passu Creditors” may comprise both the Required RCF Lenders and the Required TLB Lenders; and

(ii) if the Required RCF Lenders and the Required TLB Lenders have delivered Pari Passu Enforcement Proposals that were inconsistent as to the manner of Enforcement (including any inconsistency as to the timeframe for realising value from an enforcement of the Transaction Security or a Distressed Disposal) and, in accordance with paragraph (d) of Clause 17.9 (Consultation: Pari Passu Creditors), the Common Security Agent has then been acting in accordance with the Pari Passu Enforcement Proposal received from the Initial Enforcing Pari Passu Creditors, then, in relation to such Enforcement, if either:

(A) the Pari Passu Discharge Date has not occurred within 180 days of the Consultation End Date (such date that is 180 days after the end of the Consultation End Date, the “Outside Date”); or

(B) the Common Security Agent has not commenced any Enforcement within 90 days of the date of Consultation End Date (such date that is 90 days after the end of the Consultation End Date, the “Initial Deadline Date”; provided that the Initial Deadline shall be automatically extended in incremental 30-day periods through to the Outside Date, if on the Initial Deadline Date or on the last day of each such 30-day incremental period (each such date an “Enforcement Control Determination Date”), the Initial Enforcing Pari Passu Creditors are then diligently exercising remedies with respect to Enforcement pursuant to such Pari Passu Enforcement Proposal provided pursuant to Clause 17.9 (Consultation: Pari Passu Creditors) and which are consistent with the Enforcement Principles),

then upon (x) any Enforcement Control Determination Date, if the Initial Enforcing Pari Passu Creditors are not then diligently exercising remedies with respect to Enforcement pursuant to such Pari Passu Enforcement Proposal provided pursuant to Clause 17.9 (Consultation: Pari Passu Creditors) and which are consistent with the Enforcement Principles, or (y) the occurrence of the Outside Date, the Common Security Agent shall thereafter follow any instructions that are given (whether at the same time or subsequently) by the Majority Pari Passu Creditors, which shall be consistent with the Enforcement Principles (provided that the Majority Pari Passu Creditors are not obliged to provide any such instructions).

“Equitably Subordinated Creditor” means any Creditor whose commitments, any other participation rights (including by way of sub-participation) and/or any other rights and claims under the Debt Documents against a German Debtor which, prior to or in an insolvency of the German Debtor, would be subordinated or could be subject to potential avoidance claims pursuant to Section 39 para. 1 s. 1 no. 5, Section 39 para. 2 or Section 135 of the German Insolvency Code (Insolvenzordnung) or Section 6 of the German Avoidance Act (Anfechtungsgesetz) (unless other applicable laws or regulations in force from time to time provide that no such subordination would apply or avoidance claim would exist) (the “Equitably Subordinated Liabilities”).

“Equivalent Provision” means, in relation to a provision or term of the Senior Secured Facilities Agreements:

(a) with respect to a Super Senior Facility Agreement, any equivalent provision or term in that Super Senior Facility Agreement which is similar in meaning and effect;

(b) with respect to another Pari Passu Facility Agreement, any equivalent provision or term in that Pari Passu Facility Agreement which is similar in meaning and effect;

(c) with respect to a Pari Passu Notes Indenture, any equivalent provision or term in that Pari Passu Notes Indenture which is similar in meaning and effect;

(d) with respect to an Unsecured Facility Agreement, any equivalent provision or term in that Unsecured Facility Agreement which is similar in meaning and effect;

(e) with respect to an Unsecured Notes Indenture, any equivalent provision or term in that Unsecured Notes Indenture which is similar in meaning and effect;

(f) with respect to a Second Lien Facility Agreement, any equivalent provision or term in that Second Lien Facility Agreement which is similar in meaning and effect;

(g) with respect to a Second Lien Notes Indenture, any equivalent provision or term in that Second Lien Notes Indenture which is similar in meaning and effect;

(h) with respect to a Senior Subordinated Facility Agreement, any equivalent provision or term in that Senior Subordinated Facility Agreement which is similar in meaning and effect;

(i) with respect to a Senior Subordinated Notes Indenture, any equivalent provision or term in that Senior Subordinated Notes Indenture which is similar in meaning and effect;

(j) with respect to an Independent Security Facility Agreement, any equivalent provision or term in that Independent Security Facility Agreement which is similar in meaning and effect;

(k) with respect to an Independent Security Notes Indenture, any equivalent provision or term in that Independent Security Notes Indenture which is similar in meaning and effect; and

(l) with respect to a Cash Management Facility Document, any equivalent provision or term in that Cash Management Facility Document which is similar in meaning and effect.

“Event of Default” means any event or circumstance specified as such in:

(a) a Super Senior Facility Agreement;

(b) a Pari Passu Notes Indenture or a Pari Passu Facility Agreement;

(c) a Cash Management Facility Document;

(d) a Second Lien Notes Indenture or a Second Lien Facility Agreement;

(e) a Senior Subordinated Facility Agreement or a Senior Subordinated Notes Indenture;

(f) an Unsecured Notes Indenture or an Unsecured Facility Agreement; or

(g) an Independent Security Notes Indenture or an Independent Security Facility Agreement.

“Exchange Rate Hedge Excess” means the amount by which the Total Exchange Rate Hedging exceeds the Term Outstandings.

“Exchange Rate Hedging” means, in relation to a Hedge Counterparty at any time, the aggregate of the notional amounts (denominated in a Hedged Currency) of any exchange rate hedging transactions which are, at that time, in effect under a Hedging Agreement to which that Hedge Counterparty and a Debtor are party in relation to Term Outstandings.

“Exchange Rate Hedging Proportion” means, in relation to a Hedge Counterparty and that Hedge Counterparty’s Exchange Rate Hedging, the proportion (expressed as a percentage) borne by that Hedge Counterparty's Exchange Rate Hedging to the Total Exchange Rate Hedging.

“Exigent Circumstances” means (a) an exercise of remedies by any person other than the Common Security Agent, the Super Senior Lenders or the Pari Passu Lenders with respect to all or any material portion of the Charged Property or (b) an event or circumstance that imminently threatens the ability of the Common Security Agent, Super Senior Lenders or Pari Passu Lenders to realize upon all or a material portion of the Collateral, such as concealment, abscondment, destruction (other than to the extent covered by insurance), fraudulent removal or material waste or fraud by any Debtor, in each case the relevant Required RCF Lenders or the Required TLB Lenders determine in good faith (and notify the Creditor Representatives for the Senior Secured Revolving Facilities Lenders or the Senior Secured Term Facilities Lenders

(as applicable) and the Security Agent) that such event could reasonably be expected to have a material adverse effect on the potential loss and/or reduction in value of the realisation proceeds of any enforcement of the Transaction Security.

“Export Credit Agency Facilities Enforcement Period” means the period following the RCF/TLB Debt Discharge Date during which the Senior Secured Export Credit Agency Facilities Lender holds Pari Passu Credit Participations that represent more than 50 per cent. of the total Pari Passu Credit Participations.

“Exposure” has the meaning given to that term in Clause 24.1 (Equalisation Definitions).

“Fairness Opinion” means, in respect of any Enforcement, an opinion from a Financial Adviser that the proceeds to be received or recovered in connection with that Enforcement are, or will be, fair from a financial point of view taking into account all relevant circumstances, including the method of enforcement or disposal although there shall be no obligation to postpone any sale, disposal or transfer in order to achieve a higher price, which opinion shall be capable of being disclosed to the Senior Secured Facilities Agent, any Creditor Representative of any Super Senior Facility and any Pari Passu Facility, any Pari Passu Notes Trustee, any Creditor Representative of any other Second Lien Facility and any Second Lien Notes Trustee.

“Final Discharge Date” means the latest to occur of the Senior Discharge Date, the Second Lien Discharge Date and the Senior Subordinated Discharge Date.

“Financial Adviser” means any:

(a) independent internationally recognised investment bank;

(b) independent internationally recognised accountancy firm; or

(c) other independent internationally recognised professional services firm which is regularly engaged in providing valuations of businesses or financial assets or, where applicable, advising on competitive sales processes.

“Financial Asset” has the meaning given to the term in paragraph (j) of Clause 26.10 (Rights and Discretions).

“FX Hedging Transaction” means any transaction entered into for the purpose of hedging against exchange rate fluctuations that, at the time the underlying Hedging Agreement is entered into, is not prohibited under the terms of the Super Senior Debt Documents or the Pari Passu Debt Documents (in each case, in their form as at the date of entry into the relevant Debt Document) to share in the Transaction Security.

“German Debtor” means any Debtor incorporated or established in the Federal Republic of Germany or any other Debtor having its centre of main interest (as that term is used in Article 3(1) of the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on Insolvency Proceedings) in the Federal Republic of Germany.

“German Intra-Group Lender” has the meaning given to that term in paragraph (b)(v) of Clause 11.2 (Permitted Payments: Intra-Group Liabilities).

“German Security Document” means any Transaction Security Document governed by German law.

“Gross Outstandings” means, in relation to a Multi-account Overdraft Facility, the aggregate gross debit balance of overdrafts comprised in that Multi-account Overdraft Facility.

“Group” means the Parent and its Restricted Subsidiaries for the time being provided that, for the avoidance of doubt, no Unrestricted Subsidiary (or any of its Subsidiaries for the time being) shall be a member of the Group (or a Subsidiary, Holding Company or Affiliate of any member of the Group).

“Group Debtor” means each Debtor that is a member of the Group.

“Guarantee Liabilities” means, in relation to any member of the Group or any Debtor, the liabilities and obligations under the Debt Documents (present or future, actual or contingent and whether incurred solely or jointly) it may have to a Creditor (other than to an Arranger or a Creditor Representative) or Debtor as or as a result of its being a guarantor or surety (including liabilities and obligations arising by way of guarantee, indemnity, parallel debt, contribution or subrogation and in particular any guarantee or indemnity arising under or in respect of the Debt Documents).

“Hedge Counterparty” means any person which becomes Party as a Hedge Counterparty pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking).

“Hedge Counterparty Obligations” means the liabilities and obligations owed by any Hedge Counterparty to the Debtors under or in connection with the Hedging Agreements.

“Hedge Credit Participation” means, in relation to a Hedge Counterparty, the aggregate of:

(a) in respect of any hedging transaction of that Hedge Counterparty under any Hedging Agreement that has, as of the date the calculation is made, been terminated or closed out in accordance with the terms of this Agreement, the amount, if any, payable to it under any Hedging Agreement in respect of that termination or close-out as of the date of termination or close-out (and before taking into account any interest accrued on that amount since the date of termination or close-out) to the extent that amount is unpaid (that amount to be certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement) and to the extent it is either a Pari Passu Hedging Liability or a Second Lien Hedging Liability;

(b) after the Pari Passu Debt Discharge Date but prior to the Second Lien Debt Discharge Date only, in respect of any hedging transaction of that Hedge Counterparty under any Hedging Agreement that constitutes Pari Passu Hedging Liabilities and that has, as of the date the calculation is made, not been terminated or closed out:

(i) if the relevant Hedging Agreement is based on an ISDA Master Agreement the amount, if any and to the extent it would constitute a Hedging Liability, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be an Early Termination Date (as defined in the relevant ISDA Master Agreement) for which the relevant Debtor is the Defaulting Party (as defined in the relevant ISDA Master Agreement); or

(ii) if the relevant Hedging Agreement is not based on an ISDA Master Agreement, the amount, if any and to the extent it would constitute a Hedging Liability, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be the date on which an event similar in meaning and effect (under that Hedging Agreement) to an Early Termination Date (as defined in any ISDA Master Agreement) occurred under that Hedging Agreement for which the relevant Debtor is in a position similar in meaning and effect (under that Hedging Agreement) to that of a Defaulting Party (under and as defined in the same ISDA Master Agreement),

that amount, in each case, to be certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement;

(c) after the Second Lien Debt Discharge Date but prior to the Senior Subordinated Debt Discharge Date, in respect of any hedging transaction of that Hedge Counterparty under any Hedging Agreement that constitutes Second Lien Hedging Liabilities and that has, as of the date the calculation is made, not been terminated or closed out:

(i) if the relevant Hedging Agreement is based on an ISDA Master Agreement the amount, if any and to the extent it would constitute a Hedging Liability, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be an Early Termination Date (as defined in the relevant ISDA Master Agreement) for which the relevant Debtor is the Defaulting Party (as defined in the relevant ISDA Master Agreement); or

(ii) if the relevant Hedging Agreement is not based on an ISDA Master Agreement, the amount, if any and to the extent it would constitute a Hedging Liability, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be the date on which an event similar in meaning and effect (under that Hedging Agreement) to an Early Termination Date (as defined in any ISDA Master Agreement) occurred under that Hedging Agreement for which the relevant Debtor is in a position similar in meaning and effect (under that Hedging Agreement) to that of a Defaulting Party (under and as defined in the same ISDA Master Agreement),

that amount, in each case, to be certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement; and

(d) after the Senior Subordinated Debt Discharge Date, in respect of any hedging transaction of that Hedge Counterparty under any Hedging Agreement that has, as of the date the calculation is made, not been terminated or closed out:

(i) if the relevant Hedging Agreement is based on an ISDA Master Agreement the amount, if any and to the extent it would constitute a Hedging Liability, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be an Early Termination Date (as defined in the relevant ISDA Master Agreement) for which the relevant Debtor is the Defaulting Party (as defined in the relevant ISDA Master Agreement); or

(ii) if the relevant Hedging Agreement is not based on an ISDA Master Agreement, the amount, if any and to the extent it would constitute a Hedging Liability, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be the date on which an event similar in meaning and effect (under that Hedging Agreement) to an Early Termination Date (as defined in any ISDA Master Agreement) occurred under that Hedging Agreement for which the relevant Debtor is in a position similar in meaning and effect (under that Hedging Agreement) to that of a Defaulting Party (under and as defined in the same ISDA Master Agreement),

that amount, in each case, to be certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement.

“Hedge Transfer” means a transfer to one or more of the Pari Passu Creditors (or to a nominee or nominees of the Pari Passu Creditors) of each Hedging Transaction together with:

(a) all the rights and benefits in respect of the Hedging Liabilities owed by the Debtors to each Hedge Counterparty; and

(b) all the Hedge Counterparty Obligations owed by each Hedge Counterparty to the Debtors,

with respect to any Super Senior Hedging Liabilities and/or Pari Passu Hedging Liabilities (as applicable) in accordance with Clause 28.11 (Change of Hedge Counterparty) as described in, and subject to, Clause 7.3 (Hedge Transfer: Pari Passu Creditors).

“Hedged Currency” means the currency in which any Term Outstandings are denominated and which is hedged in respect of exchange rate risk under a Hedging Agreement.

“Hedging Agreement” means any agreement designated as such by the Parent by written notice to the Common Security Agent in relation to a derivative or hedging arrangement.

“Hedging Ancillary Document” means each Super Senior Hedging Ancillary Document and each Pari Passu Hedging Ancillary Document.

“Hedging Ancillary Facility” means each Super Senior Hedging Ancillary Facility and each Pari Passu Hedging Ancillary Facility.

“Hedging Ancillary Lender” means each Super Senior Hedging Ancillary Lender and each Pari Passu Hedging Ancillary Lender.

“Hedging Debtor” has the meaning given to that term in paragraph 1 (Guarantee and Indemnity) of Schedule 5 (Hedge Counterparties’ Guarantee and Indemnity).

“Hedging Liabilities” means the Liabilities owed by the Debtors to the Hedge Counterparties under or in connection with the Hedging Agreements, comprising:

(a) Super Senior Hedging Liabilities;

(b) Pari Passu Hedging Liabilities;

(c) Second Lien Hedging Liabilities; and

(d) Senior Subordinated Hedging Liabilities.

“Hedging Purchase Amount” means, in respect of a hedging transaction under a Hedging Agreement, the amount that would be payable to (expressed as a positive number) or by (expressed as a negative number) the relevant Hedge Counterparty on the relevant date if:

(a) in the case of a Hedging Agreement which is based on an ISDA Master Agreement:

(i) that date was an Early Termination Date (as defined in the relevant ISDA Master Agreement); and

(ii) the relevant Debtor was the Defaulting Party (under and as defined in the relevant ISDA Master Agreement); or

(b) in the case of a Hedging Agreement which is not based on an ISDA Master Agreement:

(i) that date was the date on which an event similar in meaning and effect (under that Hedging Agreement) to an Early Termination Date (as defined in any ISDA Master Agreement) occurred under that Hedging Agreement; and

(ii) the relevant Debtor was in a position which is similar in meaning and effect to that of a Defaulting Party (under and as defined in the same ISDA Master Agreement),

in each case as certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement.

“Hedging Transactions” means any Interest Rate Hedging Transaction, any FX Hedging Transaction or any Operational Hedging Transaction.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary.

“Independent Security” means security under any Independent Security Document.

“Independent Security Agent” means such person as may be appointed to act as security trustee or security agent for the relevant Independent Security Creditors in accordance with any Independent Security Creditor Documents, but only if it is a Party or has acceded to this Agreement in that capacity pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking).

“Independent Security Arranger” means any arranger of a credit facility which creates or evidences the terms applicable to any Independent Security Creditor Liabilities which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Independent Security Charged Property” means all of the assets which from time to time are, or are expressed to be, the subject of the Independent Transaction Security.

“Independent Security Credit Participation” means, in relation to an Independent Security Noteholder and Independent Security Lender, the aggregate of:

(a) its Independent Security Facility Commitments, if any;

(b) the aggregate outstanding principal amount of the Independent Security Notes held by it, if any; and

(c) to the extent not falling within paragraph (a) above, the aggregate outstanding principal amount of any Independent Security Creditor Liabilities in respect of which it is the creditor, if any.

“Independent Security Creditor Document” means:

(a) each Independent Security Notes Indenture;

(b) each Independent Security Facility Agreement and each other “Finance Document” or “Loan Document” (as the case may be) under and as defined therein (excluding any Hedging Agreement);

(c) the Independent Security Documents;

(d) each other document or instrument entered into between any member of the Group and an Independent Security Creditor setting out the terms of any credit facility, notes, indenture or debt security which creates or evidences any Independent Security Creditor Liabilities; and

(e) each other document designated as such by the relevant Independent Security Agent and the Parent.

“Independent Security Creditor Enforcement Notice” has the meaning given to it in paragraph (a)(ii) of Clause 10.13 (Permitted Enforcement: Independent Security Creditors).

“Independent Security Creditor Liabilities” means the Liabilities owed by the Debtors and the Independent Security Guarantors to the Independent Security Creditors.

“Independent Security Creditor Recoveries” has the meaning given to that term in Clause 23.2 (Independent Security Creditor Recoveries).

“Independent Security Creditor Standstill Period” means, in relation to Enforcement Action in respect of the Independent Security Creditor Liabilities, the period beginning on the date (the “Independent Security Creditor Standstill Start Date”) the Common Security Agent receives an Independent Security Creditor Enforcement Notice and ending on the earliest to occur of:

(a) the date falling 179 days after the Independent Security Creditor Standstill Start Date;

(b) the date the Common Security Agent takes any Enforcement Action in respect of any person that has granted Independent Transaction Security or is an Independent Security Guarantor or owes Independent Security Creditor Liabilities, provided that if an Independent Security Creditor Standstill Period ends pursuant to this paragraph (b), the Independent Security Creditors may only take the same Enforcement Action in relation to the relevant Independent Security Creditor Liabilities and/or Independent Transaction Security (and only against the same person) as the Enforcement Action taken by the Common Security Agent;

(c) the date of an Insolvency Event (other than an Insolvency Event directly caused by any action taken by or at the request or direction of an Independent Security Creditor) in respect of any person that has granted Independent Transaction Security or is an Independent Security Guarantor or owes Independent Security Creditor Liabilities provided that if an Independent Security Creditor Standstill Period ends pursuant to this paragraph (c), the Independent Security Creditors may only take Enforcement Action in respect of the Independent Security Creditor Liabilities against that person;

(d) the expiry of any other Independent Security Creditor Standstill Period outstanding at the date such first mentioned Independent Security Creditor Standstill Period commenced (unless that expiry occurs as a result of a cure, waiver or other permitted remedy);

(e) an Event of Default under an Independent Security Creditor Document resulting from a failure to pay the principal amount of the relevant Independent Security Creditor Liabilities at their final maturity; and

(f) the date on which the Instructing Group gives their consent to an early termination of the Independent Security Creditor Standstill Period.

“Independent Security Creditors” means each Creditor Representative in relation to any Independent Security Noteholder or Independent Security Lender, each Independent Security Arranger, each Independent Security Noteholder and each Independent Security Lender.

“Independent Security Debt Guarantees” means:

(a) the “Note Guarantees” or “Guarantees” as defined in the relevant Independent Security Notes Indenture or any guarantee provided by a guarantor under an Independent Security Notes Indenture or other Independent Security Creditor Document relating to an Independent Security Notes Indenture; and

(b) any guarantees provided by an Independent Security Guarantor under an Independent Security Facility Agreement or other Independent Security Creditor Document relating to an Independent Security Facility Agreement.

“Independent Security Discharge Date” means the first date on which:

(a) all Independent Security Creditor Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of the Creditor Representative(s) for each of the Independent Security Lenders and the Independent Security Noteholders, including as a result of an enforcement or as a result of:

(i) such Independent Security Creditor Liabilities becoming Pari Passu Debt Liabilities, Second Lien Liabilities, Senior Subordinated Liabilities or Unsecured Liabilities; or

(ii) such Independent Security Creditor Liabilities becoming the subject of new security and intercreditor arrangements which, in each case, benefit and bind the relevant Independent Security Creditors; and

(b) the Independent Security Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Independent Security Creditor Documents.

“Independent Security Documents” means any document entered into, as permitted by the Primary Creditor Documents, by any member of the Group or any Debtor creating or expressed to create any Security over all or any part of its assets (other than the Common Charged Property and the Priority Creditor Only Charged Property) in respect of the obligations of any member of the Group or any of the Debtors under any of the Independent Security Creditor Documents.

“Independent Security Facility” means any credit facility made available to any member of the Group where any:

(a) agent of the lenders in respect of the credit facility becomes a Party as a Creditor Representative;

(b) arranger of the credit facility has become a party as an Independent Security Arranger; and

(c) lender in respect of the credit facility has become a Party as an Independent Security Lender,

in each case in respect of that credit facility and pursuant to Clause 28.20 (Accession of Creditors).

“Independent Security Facility Agreement” means a facility agreement setting out the terms of any credit facility which creates or evidences the terms applicable to any Independent Security Creditor Liabilities.

“Independent Security Facility Commitment” means any “Commitment” under and as defined in any Independent Security Facility Agreement.

“Independent Security Guarantor” means each member of the Group that provides a guarantee in favour of any Independent Security Creditor in connection with any Independent Security Creditor Liabilities.

“Independent Security Lender” means each “Lender” under and as defined in each Independent Security Facility Agreement which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Independent Security Noteholder” means any holder from time to time of any Independent Security Notes.

“Independent Security Notes” means any notes issued or to be issued by a member of the Group under an Independent Security Notes Indenture.

“Independent Security Notes Indenture” means any note indenture setting out the terms of any debt security which creates or evidences the terms applicable to any Independent Security Creditor Liabilities.

“Independent Security Notes Trustee” means any note trustee in respect of Independent Security Notes which has acceded to this Agreement as a Creditor Representative pursuant to Clause 28.20 (Accession of Creditors).

“Independent Security Payment Stop Notice” has the meaning given to that term in Clause 10.5 (Issue of Independent Security Payment Stop Notice).

“Independent Security Property” means:

(a) the Independent Transaction Security expressed to be granted in favour of the Independent Security Agent acting as trustee and/or agent for the Independent Security Secured Parties only and all proceeds of that Independent Transaction Security for the benefit of the Independent Security Secured Parties;

(b) all obligations expressed to be undertaken by a Debtor to pay amounts in respect of the Liabilities to the Independent Security Agent acting as trustee and/or agent for the Independent Security Secured Parties and secured by the Independent Transaction Security together with all representations and warranties expressed to be given by a Debtor in favour of the Independent Security Agent acting as trustee and/or agent for the Independent Security Secured Parties;

(c) the Independent Security Agent’s interest in any trust fund created pursuant to any provision of the relevant Independent Security Creditor Documents which is similar in meaning and effect to Clause 15 (Turnover of Receipts); and

(d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Independent Security Agent is required by the terms of the Independent Security Creditor Documents to hold as trustee on trust for (or as agent for (or as agent, common representative or otherwise for the benefit of)) the Independent Security Secured Parties.

“Independent Security Secured Parties” means the Independent Security Agent, any Receiver or Delegate and each of the Independent Security Creditors from time to time but, in the case of each Independent Security Creditor, only if it is a Party or has acceded to this Agreement in that capacity pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking).

“Independent Transaction Security” means any Security created by the Independent Security Documents which is:

(a) created in favour of an Independent Security Agent as trustee and/or agent for the relevant Independent Security Creditors in respect of their Liabilities; or

(b) in the case of any jurisdiction in which effective Security cannot be granted in favour of an Independent Security Agent as trustee and/or agent for the Independent Security Creditors, is created in favour of:

(i) all the Independent Security Secured Parties intended to benefit from that Security in respect of their Liabilities; or

(ii) an Independent Security Agent under a parallel debt, joint and several creditorship or other similar or equivalent structure for the benefit of all the Independent Security Secured Parties intended to benefit from that Security,

and, in each case, is not prohibited by the Primary Creditor Documents.

“Initial Security Documents” has the meaning given to that term in paragraph (a) of Clause 25.2 (Additional Transaction Security).

“Insolvency Event” means, in relation to any Debtor or any Security Grantor:

(a) that is incorporated or organised under the laws of the United States or any state of the United States (including the District of Columbia), the occurrence of a US Insolvency or Liquidation Proceedings;

(b) any resolution is passed or order made for the winding up, dissolution, administration or reorganisation of that member of the Group, a Debtor or Security Grantor, a moratorium is declared in relation to any indebtedness of that member of the Group, a Debtor or Security Grantor or an administrator is appointed to that member of the Group, a Debtor or Security Grantor;

(c) any composition, compromise, assignment or arrangement is made with any of its creditors;

(d) the appointment of any liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of that member of the Group, a Debtor or Security Grantor or any assets of that member of the Group, a Debtor or Security Grantor;

(e) any resolution is passed or order made for the insolvency, winding up, dissolution, administration, examination, bankruptcy or reorganisation or restructuring plan of that Debtor, member of the Group, a Debtor or Security Grantor, a moratorium is declared in relation to any indebtedness of that Debtor, member of the Group a Debtor or Security Grantor or an administrator or examiner is appointed to that Debtor, member of the Group, a Debtor or Security Grantor; or

(f) any analogous procedure or step is taken in any jurisdiction under the corresponding applicable law,

in each case which is an Event of Default.

“Instructing Group” means:

(a) prior to the Senior Discharge Date:

(i) subject to paragraph (ii) below, the Majority Super Senior Creditors and the Required Pari Passu Creditors; and

(ii) in relation to providing instructions with respect to Enforcement, the Majority Super Senior Creditors and the Enforcing Pari Passu Creditors, provided that:

(A) if:

(1) the Super Senior Discharge Date has not occurred within 180 days of the date of the first instructions of Enforcement given to the Common Security Agent; or

(2) the Common Security Agent has not commenced any Enforcement (or any transaction in lieu thereof) or other Enforcement Action within 90 days of the date of the first instructions of Enforcement given to the Common Security Agent;

then, in relation to such Enforcement, the Common Security Agent shall thereafter follow any instructions that are given (whether at the same time or subsequently) by the Majority Super Senior Creditors (in each case provided the same are Qualifying Instructions) to the exclusion of those given by the Enforcing Pari Passu Creditors (to the extent (I) conflicting with the instructions given by the Enforcing Pari Passu Creditors or (II) no instructions were given by the Enforcing Pari Passu Creditors) and Instructing Group in relation to such Enforcement shall mean the Majority Super Senior Creditors; and

(B) subject to (A) above, if, at the end of the Senior Consultation Period, the Common Security Agent has received Conflicting Enforcement Instructions then, in relation to such Enforcement, Instructing Group shall mean the Enforcing Pari Passu Creditors provided that such instructions from the Enforcing Pari Passu Creditors are Qualifying Instructions, it being acknowledged that, subject to the other provisions of this Agreement, the timeframe for the realisation of value from the enforcement of the Transaction Security or Distressed Disposal pursuant to such instructions will be determined by the Enforcing Pari Passu Creditors,

provided that, for the avoidance of doubt, unless Super Senior Liabilities have been designated in accordance with Clause 28.20 (Accession of Creditors) (and such Super Senior Liabilities remain outstanding as Super Senior Liabilities), the Instructing Group for the purposes of sub-paragraph (i) shall be the Required Pari Passu Creditors and the Instructing Group for the purposes of sub-paragraph (ii) shall be the Enforcing Pari Passu Creditors;

(b) on and after the Senior Discharge Date, but before the Priority Discharge Date, the Majority Second Lien Creditors; and

(c) on and after the Priority Discharge Date but before the Senior Subordinated Discharge Date, the Majority Senior Subordinated Creditors.

“Intercreditor Amendment” means any amendment or waiver which is subject to Clause 34 (Consents, Amendments and Override).

"Interest Rate Hedge Excess" means the amount by which the Total Interest Rate Hedging exceeds the Term Outstandings.

"Interest Rate Hedging" means, in relation to a Hedge Counterparty at any time, the aggregate of the notional amounts of any interest rate hedging transactions which are, at that time, in effect under a Hedging Agreement to which that Hedge Counterparty and a Debtor are party in relation to Term Outstandings.

"Interest Rate Hedging Proportion" means, in relation to a Hedge Counterparty and that Hedge Counterparty's Interest Rate Hedging, the proportion (expressed as a percentage) borne by that Hedge Counterparty's Interest Rate Hedging to the Total Interest Rate Hedging.

“Interest Rate Hedging Transaction” means any transaction entered into for the purpose of hedging against interest rate risk that, at the time the underlying Hedging Agreement is entered into, is not prohibited under the terms of the Super Senior Debt Documents or the Pari Passu Debt Documents (in each case, in their form as at the date of entry into the relevant Debt Document) to share in the Transaction Security.

“Inter-Hedging Agreement Netting” means the exercise of any right of set-off, account combination, close-out netting or payment netting (whether arising out of a cross agreement netting agreement or otherwise) by a Hedge Counterparty against liabilities owed to a Debtor by that Hedge Counterparty under a Hedging Agreement in respect of Hedging Liabilities owed to that Hedge Counterparty by that Debtor under another Hedging Agreement.

“Inter-Hedging Ancillary Document Netting” means the exercise of any right of set‑off, account combination, close-out netting or payment netting (whether arising out of a cross agreement netting agreement or otherwise) by a Hedging Ancillary Lender against liabilities owed to a Debtor by that Hedging Ancillary Lender under a Hedging Ancillary Document in respect of Pari Passu Debt Liabilities owed to that Hedging Ancillary Lender by that Debtor under another Hedging Ancillary Document.

“Intra-Group Lenders” means:

(a) each Group Debtor; and

(b) each member of the Group which has made a loan available to, granted credit to or made any other financial arrangement having similar effect with a Debtor and which becomes a Party as an Intra-Group Lender in accordance with the terms of Clause 28 (Changes to the Parties).

“Intra-Group Liability” means any of the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

“ISDA Master Agreement” means a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement.

“Issuing Bank” means any “Issuing Bank” under and as defined in any Pari Passu Facility Agreement.

“Legal Reservations” has the meaning given to the term “Legal Reservations” in each of the Senior Secured Revolving Facilities Agreement and the Senior Secured Term Facilities Agreement until the Senior Secured Facilities Discharge Date and thereafter the meaning that applies by virtue of the rules in paragraph (k) of Clause 1.2 (Construction).

“Letter of Credit” means any “Letter of Credit” under and as defined in (as applicable) any relevant Pari Passu Facility Agreement.

“Liabilities” means all present and future liabilities and obligations at any time of any Debtor to any Creditor or Common Security Agent under the Debt Documents (including by way of the grant of Security under such documents), both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity together with any of the following matters relating to or arising in respect of those liabilities and obligations:

(a) any refinancing, novation, deferral or extension;

(b) any claim for breach of representation, warranty or undertaking or on an event of default or under any indemnity given under or in connection with any document or agreement evidencing or constituting any other liability or obligation falling within this definition;

(c) any claim for damages or restitution; and

(d) any claim as a result of any recovery by any Debtor of a Payment on the grounds of preference or otherwise,

and any amounts which would be included in any of the above but for any discharge, non-provability, unenforceability or non-allowance of those amounts in any insolvency or other proceedings.

“Liabilities Acquisition” means, in relation to a person and to any Liabilities, a transaction where that person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

the rights and benefits in respect of those Liabilities.

“Liabilities Sale” means a Debt Disposal pursuant to paragraph (e) of Clause 20.1 (Facilitation of Distressed Disposals and Appropriation).

“Loan Party” means a Senior Secured Facilities Borrower or a Senior Secured Facilities Guarantor.

“Majority Pari Passu Creditors” means, at any time, those Pari Passu Creditors whose Pari Passu Credit Participations at that time aggregate more than 50 per cent. of the total Pari Passu Credit Participations at that time. Notwithstanding the foregoing, the undrawn or unutilized Pari Passu Facility Commitments of any Pari Passu Lender shall not be counted in the determination of Pari Passu Credit Participations.

“Majority Pari Passu Lenders” means, at any time, with respect to any Pari Passu Facility, those Pari Passu Lenders whose Pari Passu Facility Commitments under such Pari Passu Facility at that time aggregate more than 50 per cent. of the total Pari Passu Facility Commitments under the relevant Pari Passu Facility at that time; provided that, if at such time the Pari Passu Facility Commitments under such Pari Passu Facility have been terminated, the Majority Pari Passu Lenders with respect to such Pari Passu Facility shall mean those Pari Passu Lenders whose Pari Passu Debt Liabilities under such Pari Passu Facility at that time aggregate more than 50 per cent. of the total Pari Passu Debt Liabilities under the relevant Pari Passu Facility at that time.

“Majority Second Lien Creditors” means, at any time:

(a) before the date on which any public debt securities which constitute Second Lien Debt Liabilities are issued, those Second Lien Creditors whose Second Lien Credit Participations at that time aggregate more than 66⅔ per cent. of the total Second Lien Credit Participations at that time; and

(b) after that date, those Second Lien Creditors whose Second Lien Credit Participations at that time aggregate more than 50 per cent. of the total Second Lien Credit Participations at that time.

“Majority Senior Secured Revolving Facilities Lenders” has the meaning given to the term “Majority Lenders” in the Senior Secured Revolving Facilities Agreement.

“Majority Senior Subordinated Creditors” means, at any time:

(a) before the date on which any public debt securities which constitute Senior Subordinated Debt Liabilities are issued, those Senior Subordinated Creditors whose Senior Subordinated Credit Participations at that time aggregate more than 66⅔ per cent. of the total Senior Subordinated Credit Participations at that time; and

(b) after that date, those Senior Subordinated Creditors whose Senior Subordinated Credit Participations at that time aggregate more than 50 per cent. of the total Senior Subordinated Credit Participations at that time.

“Majority Super Senior Creditors” means, at any time, those Super Senior Creditors whose Super Senior Credit Participations at that time aggregate more than 66⅔ per cent. of the total Super Senior Credit Participations at that time.

“Material Adverse Effect” has the meaning given to the term “Material Adverse Effect” in each of the Senior Secured Revolving Facilities Agreement and the Senior Secured Term Facilities Agreement until the Senior Secured Facilities Discharge Date and thereafter the meaning that applies by virtue of the rules in paragraph (k) of Clause 1.2 (Construction).

“Multi-account Overdraft Facility” means:

(a) in relation to an Ancillary Facility, an Ancillary Facility which is an overdraft facility comprising more than one account; and

(b) in relation to a Cash Management Facility, a Cash Management Facility which is an overdraft facility comprising more than one account,

as the context requires.

“Multi-account Overdraft Liabilities” means the Liabilities arising under any Multi‑account Overdraft Facility.

“Net Outstandings” means, in relation to a Multi-account Overdraft Facility, the aggregate debit balance of overdrafts comprised in that Multi-account Overdraft Facility, net of any credit balances on any account comprised in that Multi-account Overdraft Facility, to the extent that the credit balances are freely available to be set-off by the relevant Ancillary Lender against Liabilities owed to it by the relevant Debtor under that Multi-account Overdraft Facility.

“Non-Cash Consideration” means consideration in a form other than cash.

“Non-Cash Recoveries” means:

(a) any proceeds of a Distressed Disposal or a Debt Disposal; or

(b) any amount distributed to the Common Security Agent pursuant to Clause 15.2 (Turnover by Creditors),

which are, or is, in the form of Non-Cash Consideration.

“Non-Credit Related Close-Out” means a Permitted Hedge Close-Out described in any of paragraphs (a)(i), (a)(iii), (a)(iv), (a)(vi) or (a)(vii) of Clause 5.9 (Permitted Enforcement: Hedge Counterparties).

“Non-Distressed Disposal” has the meaning given to that term in paragraph (b)(i) of Clause 19.1 (Definitions).

“Noteholder” means:

(a) in relation to the Pari Passu Notes, the Pari Passu Noteholders;

(b) in relation to the Second Lien Notes, the Second Lien Noteholders;

(c) in relation to the Senior Subordinated Notes, the Senior Subordinated Noteholders;

(d) in relation to the Unsecured Notes, the Unsecured Noteholders; and

(e) in relation to the Independent Security Notes, the Independent Security Noteholders.

“Notes Escrow Security” means the Security created or evidenced or expressed to be created or evidenced by a Debtor or a member of the Group under or pursuant to the Notes Escrow Security Documents which is released or otherwise discharged upon the proceeds of the issuance of Pari Passu Notes, Second Lien Notes, Senior Subordinated Notes, Independent Security Notes, or Unsecured Notes being made freely available to a Debtor or member of the Group.

“Notes Escrow Security Documents” means each document pursuant to which Security is granted by a Debtor or a member of the Group over Notes Escrow Security Property.

“Notes Escrow Security Property” means funds held pursuant to customary escrow arrangements (and/or rights over or with respect to any escrow account into which such funds are paid and all associated rights in relation thereto) prior to such funds being made freely available to a Debtor or a member of the Group following satisfaction of all conditions to release of such funds from such escrow arrangements in consideration for the issuance of Pari Passu Notes, Unsecured Notes, Second Lien Notes, Independent Security Notes or Senior Subordinated Notes as permitted by this Agreement and the then existing Primary Creditor Documents.

“Notes Indenture” means:

(a) a Pari Passu Notes Indenture;

(b) a Second Lien Notes Indenture;

(c) a Senior Subordinated Notes Indenture;

(d) an Unsecured Notes Indenture; or

(e) an Independent Security Notes Indenture.

“Notes Trustee” means:

(a) in relation to any Pari Passu Noteholders, the Pari Passu Notes Trustee which is their Creditor Representative;

(b) in relation to any Second Lien Noteholders, the Second Lien Notes Trustee which is their Creditor Representative;

(c) in relation to any Senior Subordinated Noteholders, the Senior Subordinated Notes Trustee which is their Creditor Representative;

(d) in relation to any Unsecured Noteholders, the Unsecured Notes Trustee which is their Creditor Representative; or

(e) in relation to any Independent Security Noteholders, the Independent Security Notes Trustee which is their Creditor Representative.

“Operational Hedging Transaction” means any hedging transaction (other than an Interest Rate Hedging Transaction or FX Hedging Transaction) that, at the time the underlying Hedging Agreement is entered into, is not prohibited under the terms of the Super Senior Debt Documents and the Pari Passu Debt Documents (in each case, in their form as at the date of entry into the relevant Debt Document).

“Other Liabilities” means, in relation to a member of the Group or a Debtor, any trading and other liabilities and obligations (not being Borrowing Liabilities or Guarantee Liabilities) it may have to an Arranger, a Creditor Representative, a Security Grantor, an Intra-Group Lender or Debtor.

“Parallel Debt” has the meaning given to that term in paragraph (a) of Clause 26.4 (Parallel Debt (Covenant to Pay the Common Security Agent)).

"Parallel Debt Creditor" means the Common Security Agent in its capacity as creditor of the Parallel Debt under and as defined in Clause 26.4 (Parallel Debt (Covenant to pay the Common Security Agent)).

“Pari Passu Acceleration Event” means:

(a) the Senior Secured Term Facilities Agent exercising any of its rights under section 8.02 (Remedies Upon Event of Default) of the Senior Secured Term Facilities Agreement or the occurrence of an event which causes the automatic acceleration of Liabilities pursuant to section 8.02 (Remedies Upon Event of Default) of the Senior Secured Term Facilities Agreement;

(b) the Senior Secured Revolving Facilities Agent exercising any of its rights under clause 24.15 (Acceleration) of the Senior Secured Revolving Facilities Agreement or the occurrence of an event which causes the automatic acceleration of Liabilities pursuant to clause 24.15 (Acceleration) of the Senior Secured Revolving Facilities Agreement;

(c) the Senior Secured Export Credit Agency Facilities Lender exercising any of its rights under an Equivalent Provision of the Senior Secured Export Credit Agency Facilities Agreement or the occurrence of an event which causes the automatic acceleration of Liabilities pursuant to the Senior Secured Export Credit Agency Facilities Agreement;

(d) the Creditor Representative of any Pari Passu Lender that is not a Senior Secured Facilities Lender (or any such Pari Passu Lender(s) itself or themselves) exercising any of its or their rights (other than the right to declare any amount payable on demand) under an Equivalent Provision of the relevant Pari Passu Facility Agreement (or making a demand for payment of amounts previously declared to be payable on demand) or any acceleration provisions under a Pari Passu Facility Agreement being automatically invoked upon the occurrence of an Insolvency Event in accordance with its terms; or

(e) the Creditor Representative of any Pari Passu Noteholder(s) (or the requisite Pari Passu Noteholders under any Pari Passu Notes Indenture) exercising any of its or their rights (other than the right to declare any amount payable on demand) under an Equivalent Provision of the relevant Pari Passu Notes Indenture (or making a demand for payment of amounts previously declared to be payable on demand) or any acceleration provisions under any Pari Passu Notes Indenture being automatically invoked upon the occurrence of an Insolvency Event in accordance with its terms.

“Pari Passu Ancillary Document” means each document relating to or evidencing the terms of a Pari Passu Ancillary Facility.

“Pari Passu Ancillary Facility” means an ancillary facility made available under and in accordance with a Pari Passu Facility Agreement.

“Pari Passu Ancillary Lender” means a Pari Passu Lender (or the Affiliate of a Pari Passu Lender) which makes available a Pari Passu Ancillary Facility.

“Pari Passu Arranger” means each Senior Secured Facilities Arranger in its capacity as arranger under the Senior Secured Facilities Agreements and any arranger of a credit facility which creates or evidences the terms applicable to any Pari Passu Debt Liabilities which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Pari Passu Cash Management Facility Liabilities” means the Liabilities owed by the Debtors to the Cash Management Facility Creditors under or in connection with the Cash Management Facility Documents.

“Pari Passu Credit Participation” means:

(a) in relation to a Hedge Counterparty, its aggregate Hedge Credit Participation in respect of Pari Passu Hedging Liabilities; and

(b) in relation to a Cash Management Facility Creditor, its aggregate Cash Management Facility Commitments in respect of Cash Management Facility Liabilities; and

(c) in relation to a Pari Passu Noteholder or a Pari Passu Lender, the aggregate of:

(i) its aggregate Pari Passu Facility Commitments, if any;

(ii) the aggregate outstanding principal amount of the Pari Passu Notes held by it, if any; and

(iii) to the extent not falling within paragraphs (i) or (ii) above, the aggregate outstanding principal amount of any Pari Passu Debt Liabilities in respect of which it is the creditor, if any.

For the avoidance of doubt, there shall be no double counting as between Pari Passu Facility Commitments and the aggregate outstanding principal amount of Pari Passu Debt Liabilities as between subclause (i) and (iii) above.

“Pari Passu Creditors” means the Pari Passu Debt Creditors, the Cash Management Facility Creditors that are owed Pari Passu Cash Management Facility Liabilities and the Hedge Counterparties that are owed Pari Passu Hedging Liabilities.

“Pari Passu Debt Creditors” means:

(a) each Senior Secured Facilities Lender and each Senior Secured Facilities Agent insofar as it represents the relevant Senior Secured Facilities Lenders;

(b) each Creditor Representative in relation to any Pari Passu Noteholder and Pari Passu Lender, each Pari Passu Arranger, each Pari Passu Noteholder, each Pari Passu Lender and each Pari Passu Ancillary Lender (to the extent not included in paragraph (a) above);

(c) each Cash Management Facility Creditor in relation to any Pari Passu Cash Management Facility Liabilities (to the extent not included in paragraph (a) above); and

(d) (unless the context requires otherwise) the Common Security Agent in its capacity as creditor in respect of the Parallel Debt attributable to the Pari Passu Debt Liabilities.

“Pari Passu Debt Discharge Date” means the first date on which:

(a) all Pari Passu Debt Liabilities have been fully and finally discharged, and paid in full in cash, to the satisfaction (acting reasonably) of the Creditor Representative(s) for each of the Pari Passu Lenders and the Pari Passu Noteholders, including as a result of an enforcement; and

(b) the Pari Passu Debt Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Pari Passu Debt Documents.

“Pari Passu Debt Documents” means:

(a) each Senior Secured Facilities Document;

(b) each other Pari Passu Facility Agreement and each other “Finance Document” or “Loan Document” (as the case may be) under and as defined therein (excluding any Hedging Agreement);

(c) each other Cash Management Facility Document;

(d) each Pari Passu Notes Indenture; and

(e) each other document or instrument entered into between any member of the Group and a Pari Passu Debt Creditor setting out the terms of any credit facility, notes, indenture or debt security which creates or evidences any Pari Passu Debt Liabilities.

“Pari Passu Debt Liabilities” means the Liabilities owed by the Debtors and any Security Grantor:

(a) under or in connection with the Senior Secured Facilities Agreements to the Senior Secured Facilities Lenders;

(b) under or in connection with the Cash Management Facility Agreements to the Cash Management Facility Creditors; and

(c) under or in connection with any other Pari Passu Debt Documents to any Pari Passu Debt Creditors.

“Pari Passu Debt Liabilities Transfer” means a transfer of the Pari Passu Debt Liabilities to the Second Lien Debt Creditors to the extent permitted pursuant to Clause 7.2 (Option to Purchase: Pari Passu Creditors).

“Pari Passu Discharge Date” means the later to occur of:

(a) the Pari Passu Debt Discharge Date; and

(b) the first date on which:

(i) the Pari Passu Hedging Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of each Hedge Counterparty to which Pari Passu Hedging Liabilities are owed including as a result of an enforcement; and

(ii) each Hedge Counterparty is under no further obligation to do anything that will give rise to any Pari Passu Hedging Liabilities under the Hedging Agreements; and

(c) the Cash Management Facility Discharge Date.

“Pari Passu Enforcement Proposal” has the meaning given to that term in paragraph (a) of Clause 17.9 (Consultation: Pari Passu Creditors).

“Pari Passu Facility” means the “Term Facilities”, the “Revolving Credit Facility” and each “Incremental Facility”, “Sustainable Revolving Facility” in each case under and as defined in a Senior Secured Facilities Agreement (as applicable), and any other credit facility made available to any member of the Group where any:

(a) agent of the lenders in respect of the credit facility becomes a Party as a Creditor Representative;

(b) arranger of the credit facility has become a party as a Pari Passu Arranger (if applicable); and

(c) lender in respect of the credit facility has become a Party as a Pari Passu Lender,

in each case in respect of that credit facility and pursuant to Clause 28.20 (Accession of Creditors).

“Pari Passu Facility Agreements” means:

(a) the Senior Secured Facilities Agreements;

(b) the Cash Management Facility Documents insofar as it relates to the Pari Passu Cash Management Facility Liabilities; and

(c) each other facility agreement setting out the terms of any credit facility which creates or evidences the terms applicable to any Pari Passu Debt Liabilities.

“Pari Passu Facility Cash Cover” means “cash cover” under and as defined in (as applicable) any relevant Pari Passu Facility Agreement.

“Pari Passu Facility Cash Cover Document” means, in relation to any Pari Passu Facility Cash Cover, any Pari Passu Debt Document which creates or evidences, or is expressed to create or evidence, the Security required to be provided over that Pari Passu Facility Cash Cover by the relevant Pari Passu Facility Agreement.

“Pari Passu Facility Commitment” means:

(a) each “Commitment”, “Term Commitment”, “Revolving Credit Commitment”, “Sustainable Revolving Facility Commitment” and each commitment to provide an Incremental Facility, in each case, under and as defined in the Senior Secured Facilities Agreements;

(b) each Cash Management Facility Commitment; and

(c) each “Commitment” under and as defined in any other Pari Passu Facility Agreement.

“Pari Passu Facility Lender Cash Collateral” means if applicable, any cash collateral provided by another Pari Passu Lender to an Issuing Bank pursuant to the terms of any other relevant Pari Passu Facility Agreement.

“Pari Passu Hedge Counterparty” means each Hedge Counterparty to the extent it is the creditor of Pari Passu Hedging Liabilities.

“Pari Passu Hedge Liabilities Transfer” means a transfer to the Purchasing Second Lien Creditors (or to their respective nominees) of (subject to paragraph (b) of Clause 7.5 (Hedge

Transfer: Second Lien Debt Creditors)) each Hedging Agreement under which the Pari Passu Hedging Liabilities arise together with all (and not part) of:

(a) the rights and benefits under each such Hedging Agreement in respect of the Pari Passu Hedging Liabilities owed by the Debtors to each Hedge Counterparty; and

(b) the Hedge Counterparty Obligations owed by each such Hedge Counterparty to the Debtors,

in accordance with Clause 28.11 (Change of Hedge Counterparty) as described in, and subject to, Clause 7.5 (Hedge Transfer: Second Lien Debt Creditors).

“Pari Passu Hedging Ancillary Document” means an Ancillary Document which relates to or evidences the terms of a Pari Passu Hedging Ancillary Facility.

“Pari Passu Hedging Ancillary Facility” means a Pari Passu Ancillary Facility which is made available by way of a hedging facility.

“Pari Passu Hedging Ancillary Lender” means a Pari Passu Ancillary Lender to the extent to which that Pari Passu Ancillary Lender makes available a Hedging Ancillary Facility.

“Pari Passu Hedging Liabilities” means the Liabilities owed by the Debtors to the Hedge Counterparties under or in connection with the Hedging Agreements designated as such in accordance with paragraph (d) of Clause 28.20 (Accession of Creditors).

“Pari Passu Lender” means:

(a) each Senior Secured Facilities Lender; and

(b) each “Lender” under and as defined in any relevant Pari Passu Facility Agreement other than the Senior Secured Facilities Agreements.

“Pari Passu Liabilities” means the Pari Passu Debt Liabilities, the Pari Passu Cash Management Facility Liabilities and the Pari Passu Hedging Liabilities.

“Pari Passu Noteholder” means any holder from time to time of any Pari Passu Notes.

“Pari Passu Notes” means any senior secured notes issued or to be issued by a member of the Group under a Pari Passu Notes Indenture and excluding, for the avoidance of doubt, the Unsecured Convertible Notes.

“Pari Passu Notes Indenture” means any note indenture setting out the terms of any debt security which creates or evidences the terms applicable to any Pari Passu Debt Liabilities.

“Pari Passu Notes Trustee” means any note trustee in respect of Pari Passu Notes which has acceded to this Agreement as a Creditor Representative pursuant to Clause 28.20 (Accession of Creditors).

“Pari Passu Representative” means any Creditor Representative pursuant to paragraphs (a) or (c) of that definition.

“Party” means a party to this Agreement.

“Payment” means, in respect of any Liabilities (or any other liabilities or obligations), a payment, prepayment, repayment, redemption, defeasance or discharge of those Liabilities (or other liabilities or obligations).

“Payment Netting” means:

(a) in respect of a Hedging Agreement or a Hedging Ancillary Document based on an ISDA Master Agreement, netting under section 2(c) of the relevant ISDA Master Agreement; and

(b) in respect of a Hedging Agreement or a Hedging Ancillary Document not based on an ISDA Master Agreement, netting pursuant to any provision of that Hedging Agreement or a Hedging Ancillary Document which has a similar effect to the provision referenced in paragraph (a) above.

“Perfection Requirements” has the meaning given to the term “Perfection Requirements” in each of the Senior Secured Revolving Facilities Agreement and the Senior Secured Term Facilities Agreement until the Senior Secured Facilities Discharge Date and thereafter the meaning that applies by virtue of the rules in paragraph (k) of Clause 1.2 (Construction).

“Permitted Acquired Indebtedness” means Acquired Indebtedness not prohibited to be incurred by the terms of each of the Debt Documents, or any Refinancing Indebtedness in connection therewith.

“Permitted Automatic Early Termination” means an Automatic Early Termination of a hedging transaction under a Hedging Agreement, the provision of which is permitted under Clause 5.12 (Terms of Hedging Agreements).

“Permitted Hedge Close-Out” means, in relation to a hedging transaction under a Hedging Agreement, a termination or close-out of that hedging transaction which is permitted pursuant to Clause 5.9 (Permitted Enforcement: Hedge Counterparties).

“Permitted Hedge Payments” means the Payments permitted by Clause 5.3 (Permitted Payments: Hedging Liabilities).

“Permitted Independent Security Creditor Payments” means the Payments permitted by Clause 10.2 (Permitted Payments: Independent Security Creditor Liabilities) and 10.4 (Permitted Payments while Independent Security Payment Stop Notice Outstanding).

“Permitted Intra-Group Payments” means the Payments permitted by Clause 11.2 (Permitted Payments: Intra-Group Liabilities).

“Permitted Liabilities” means Liabilities permitted to be incurred under the Primary Creditor Documents, the Unsecured Creditor Documents and the Independent Security Creditor Documents, which comply with the provisions of this Agreement and which have been, or are to be:

(a) designated as “Pari Passu Debt Liabilities”, “Unsecured Liabilities”, “Second Lien Debt Liabilities”, “Independent Security Creditor Liabilities”, “Senior Subordinated Liabilities”, “Pari Passu Hedging Liabilities”, “Second Lien Hedging Liabilities” or “Senior Subordinated Hedging Liabilities” by the Parent under and in accordance with Clause 28.20 (Accession of Creditors); or

(b) otherwise designated as such other type of “Liabilities” in accordance with, and as may be contemplated by, this Agreement from time to time (where the requisite Consents in relation to any amendments required to this Agreement in order to provide for such other type of “Liabilities” have been obtained).

“Permitted Pari Passu Debt Payments” means the Payments permitted by Clause 4.1 (Payments).

“Permitted Payment” means a Permitted Hedge Payment, a Permitted Intra-Group Payment, a Permitted Super Senior Debt Payment, a Permitted Pari Passu Debt Payment, a Permitted Independent Security Creditor Payment, a Permitted Unsecured Payment, a Permitted Second Lien Debt Payment, a Permitted Senior Subordinated Debt Payment or a Permitted Subordinated Payment.

“Permitted Second Lien Debt Payments” means the Payments permitted by Clause 6.3 (Permitted Payments: Second Lien Debt Liabilities).

“Permitted Senior Subordinated Debt Payments” means the Payments permitted by Clause 8.4 (Permitted Payments: Senior Subordinated Liabilities).

“Permitted Subordinated Payment” means the Payments permitted by Clause 13.2 (Restriction on Payment: Subordinated Liabilities).

“Permitted Super Senior Debt Payments” means the Payments permitted by Clause 3.1 (Payment of Super Senior Liabilities).

“Permitted Unsecured Payments” means the Payments permitted by Clause 9.2 (Permitted Payments: Unsecured Liabilities) and 9.4 (Permitted Payments while Unsecured Payment Stop Notice Outstanding).

“Post-Petition Interest” means interest, fees, expenses and other charges that, pursuant to the Pari Passu Debt Documents, the Second Lien Debt Documents, the Senior Subordinated Debt Documents and the Super Senior Debt Documents, continue to accrue after the commencement of any US Insolvency or Liquidation Proceedings, whether or not such interest, fees, expenses and other charges are allowed or allowable under any Debtor Relief Law or other applicable legal requirements or in any such US Insolvency or Liquidation Proceeding.

“Primary Creditor Debt Documents” means the Priority Creditor Debt Documents and the Senior Subordinated Debt Documents.

“Primary Creditor Debt Liabilities” means the Priority Creditor Debt Liabilities and the Senior Subordinated Debt Liabilities.

“Primary Creditor Debt Liabilities Transfer” means a transfer of the Primary Creditor Debt Liabilities to the Unsecured Creditors to the extent permitted pursuant to paragraph (a) of Clause 7.8 (Option to Purchase: Unsecured Creditors).

“Primary Creditor Documents” means the Priority Creditor Documents, the Senior Subordinated Debt Documents and the Hedging Agreements pursuant to which Senior Subordinated Hedging Liabilities are incurred, the Common Transaction Security Documents and any other document designated as such by the Common Security Agent and the Parent.

“Primary Creditor Liabilities” means the Priority Creditor Liabilities and the Senior Subordinated Liabilities.

“Primary Creditors” means the Priority Creditors and the Senior Subordinated Creditors.

“Primary Debt Creditors” means the Priority Debt Creditors and the Senior Subordinated Debt Creditors.

“Primary Hedge Liabilities Transfer” means a transfer to the Purchasing Unsecured Creditors (or to their respective nominees) of (subject to paragraph (b) of Clause 7.9 (Hedge Transfer: Unsecured Creditors)) each Hedging Agreement under which Pari Passu Hedging

Liabilities, Second Lien Hedging Liabilities or Senior Subordinated Hedging Liabilities arise together with together all (and not part) of:

(a) the rights and benefits under each such Hedging Agreement in respect of the Pari Passu Hedging Liabilities, Second Lien Hedging Liabilities and Senior Subordinated Hedging Liabilities owed by Debtors to each Hedge Counterparty; and

(b) the Hedge Counterparty Obligations owed by each such Hedge Counterparty to Debtors,

in accordance with Clause 28.11 (Change of Hedge Counterparty) as described in, and subject to, Clause 7.9 (Hedge Transfer: Unsecured Creditors).

“Prior Ranking Transaction Security” means, in respect of any Second Ranking Transaction Security, any Transaction Security granted over the same Charged Property which ranks ahead of that Second Ranking Transaction Security.

“Priority Creditor Debt Documents” means the Super Senior Debt Documents, the Pari Passu Debt Documents and the Second Lien Debt Documents.

“Priority Creditor Debt Liabilities” means the Super Senior Debt Liabilities, the Pari Passu Debt Liabilities and the Second Lien Debt Liabilities.

“Priority Creditor Debt Liabilities Transfer” means a transfer of the Priority Creditor Debt Liabilities to the Senior Subordinated Creditors to the extent permitted pursuant to paragraph (a) of Clause 7.6 (Option to Purchase: Senior Subordinated Creditors).

“Priority Creditor Documents” means this Agreement, the Super Senior Debt Documents, the Pari Passu Debt Documents, the Second Lien Debt Documents, the Hedging Agreements pursuant to which Super Senior Hedging Liabilities, Pari Passu Hedging Liabilities and/or Second Lien Hedging Liabilities are incurred, the Priority Creditor Only Transaction Security Documents, the Common Transaction Security Documents and any other document designated as such by the Common Security Agent and the Parent.

“Priority Creditor Liabilities” means the Super Senior Liabilities, Pari Passu Liabilities and the Second Lien Liabilities.

“Priority Creditor Only Charged Property” means all of the assets which from time to time are, or are expressed to be, the subject of the Priority Creditor Only Transaction Security.

“Priority Creditor Only Secured Obligations” means all the Liabilities and all other present and future liabilities and obligations at any time due, owing or incurred, in each case by any Debtor to any Priority Creditor Only Secured Party under the Priority Creditor Documents (including to the Common Security Agent under the Parallel Debt pursuant to Clause 26.4 (Parallel Debt (Covenant to Pay the Common Security Agent)) to the extent permitted under applicable law), both actual and contingent and whether incurred solely or jointly and as principal or surety or in any other capacity.

“Priority Creditor Only Secured Parties” means the Common Security Agent, any Receiver or Delegate and each of the Priority Creditors from time to time but, in the case of each Priority Creditor, only if it (or, in the case of a Pari Passu Noteholder, its Creditor Representative) is a Party or has acceded to this Agreement in the appropriate capacity pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking).

“Priority Creditor Only Security Property” means:

(a) the Priority Creditor Only Transaction Security expressed to be granted in favour of the Common Security Agent as trustee and/or agent for the Priority Creditor Only

Secured Parties only (and/or Parallel Debt Creditor (or for itself to secure any of the obligations described in paragraph (b) below) pursuant to any joint and several creditorship or other similar or equivalent structure or parallel debt provisions set out in Clause 26.4 (Parallel Debt (Covenant to Pay the Common Security Agent)) or, as the case may be, to the Priority Creditor Only Secured Parties identified in the relevant Priority Creditor Only Transaction Security) and all proceeds of that Priority Creditor Only Transaction Security for the benefit of the Priority Creditor Only Secured Parties;

(b) all obligations expressed to be undertaken by a Debtor or Security Grantor to pay amounts in respect of the Liabilities to the Common Security Agent as trustee and/or agent for the Priority Creditor Only Secured Parties and/or Parallel Debt Creditor and secured by the Priority Creditor Only Transaction Security together with all representations and warranties expressed to be given by a Debtor or Security Grantor in favour of the Common Security Agent as trustee and/or agent for the Priority Creditor Only Secured Parties and/or Parallel Debt Creditor;

(c) the Common Security Agent’s interest in any trust fund in any amounts to be applied for the benefit only of the Priority Creditor Only Secured Parties created pursuant Clause 15.2 (Turnover by Creditors); and

(d) any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Common Security Agent is required by the terms of the Debt Documents to hold as trustee on trust for (or as agent, common representative or otherwise for the benefit of) the Priority Creditor Only Secured Parties and/or Parallel Debt Creditor.

“Priority Creditor Only Transaction Security” means any Transaction Security which to the extent legally possible and subject to any Agreed Security Principles:

(a) is created in favour of the Common Security Agent as trustee and/or agent for the other Priority Creditor Only Secured Parties in respect of their Liabilities; or

(b) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Common Security Agent as trustee and/or agent for the Priority Creditor Only Secured Parties is created in favour of:

(i) all the Priority Creditor Only Secured Parties in respect of their Liabilities; or

(ii) the Common Security Agent under a parallel debt, joint and several creditorship or other similar or equivalent structure for the benefit of all the Priority Creditor Only Secured Parties,

and which (subject to the terms of this Agreement) ranks in the order of priority contemplated in Clause 2.2 (Transaction Security).

“Priority Creditor Only Transaction Security Documents” means:

(a) the “Collateral Documents” as defined in the Senior Secured Term Facilities Agreement;

(b) the “Transaction Security Documents” as defined in the Senior Secured Revolving Facilities Agreement;

(c) any other document, other than the Notes Escrow Security Documents, entered into by any Debtor or a Security Grantor creating or expressed to create any Security over all or any part of its assets (other than the Common Charged Property) in respect of the obligations of any of the Debtors under any of the Priority Creditor Documents; and

(d) any other document under which Security is granted under any covenant for further assurance in any of the documents referred to in paragraph (a), (b) or (c) above.

“Priority Creditors” means the Super Senior Creditors, the Pari Passu Creditors and the Second Lien Creditors.

“Priority Debt Creditors” means the Super Senior Debt Creditors, Pari Passu Debt Creditors and the Second Lien Debt Creditors.

“Priority Discharge Date” means the later of the Senior Discharge Date and the Second Lien Discharge Date.

“Priority Hedge Liabilities Transfer” means a transfer to the Purchasing Senior Subordinated Creditors (or to their respective nominees) of (subject to paragraph (b) of Clause 7.7 (Hedge Transfer: Senior Subordinated Creditors)) each Hedging Agreement under which Pari Passu Hedging Liabilities or Second Lien Hedging Liabilities arise together with all (and not part) of:

(a) the rights and benefits under each such Hedging Agreement in respect of the Pari Passu Hedging Liabilities and Second Lien Hedging Liabilities owed by the Debtors to each Hedge Counterparty; and

(b) the Hedge Counterparty Obligations owed by each such Hedge Counterparty to the Debtors,

in accordance with Clause 28.11 (Change of Hedge Counterparty) as described in, and subject to, Clause 7.7 (Hedge Transfer: Senior Subordinated Creditors).

“Property” of a member of the Group, a Debtor or a Security Grantor means:

(a) any asset of that member of the Group, that Debtor or that Security Grantor;

(b) any Subsidiary of that member of the Group, that Debtor or that Security Grantor; and

(c) any asset of any such Subsidiary.

“Purchasing Senior Subordinated Creditors” has the meaning given to that term in paragraph (a) of Clause 7.6 (Option to Purchase: Senior Subordinated Creditors).

“Purchasing Unsecured Creditors” has the meaning given to that term in Clause 7.8 (Option to Purchase: Unsecured Creditors).

“Qualifying Instructions” means, in relation to any Enforcement or other action contemplated by Clause 17 (Enforcement of Transaction Security) in connection with any Enforcement, instructions which comply with the Enforcement Principles.

“RCF/TLB Debt Discharge Date” means the first date on which:

(a) all Senior Secured Term Facilities Obligations and Senior Secured Revolving Facilities Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of the relevant Creditor Representative(s), including as a result of an enforcement; and

(b) the Senior Secured Term Facilities Creditors and the Senior Secured Revolving Facilities Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Senior Secured Revolving Facilities Documents and the Senior Secured Term Facilities Documents.

“Receiver” means a receiver or receiver and manager or administrative receiver or other similar officer of the whole or any part of the Charged Property.

“Refinancing Indebtedness” has the meaning given to the term “Refinancing Indebtedness” in the Senior Secured Facilities Agreements or any Equivalent Provision in any other Debt Document.

“Relevant Ancillary Lender” means, in respect of any Pari Passu Facility Cash Cover, the Ancillary Lender (if any) for which that Pari Passu Facility Cash Cover is provided.

“Relevant Cash Management Facility Lender” means, in respect of any Pari Passu Facility Cash Cover, the Cash Management Facility Lender (if any) for which that Pari Passu Facility Cash Cover is provided.

“Relevant First Ranking Transaction Security” means any Transaction Security granted by the Debtors or Security Grantors, other than the Second Ranking Transaction Security.

“Relevant First Ranking Transaction Security Beneficiaries” means the Secured Parties which are beneficiaries of the Relevant First Ranking Transaction Security.

“Relevant Hedging Agreement” has the meaning given to that term in paragraph 1 (Guarantee and Indemnity) of Schedule 5 (Hedge Counterparties’ Guarantee and Indemnity).

“Relevant Issuing Bank” means, in respect of any Pari Passu Facility Cash Cover, the Issuing Bank (if any) for which that Pari Passu Facility Cash Cover is provided.

“Relevant Liabilities” means:

(a) in the case of a Creditor (other than an Unsecured Creditor or Independent Security Creditor),

(i) the Liabilities owed to Creditors ranking (in accordance with the terms of this Agreement) pari passu with or in priority to that Creditor (as the case may be); and

(ii) the Liabilities owed to the Unsecured Creditors and the Independent Security Creditors;

(b) in the case of an Unsecured Creditor or Independent Security Creditor, the Liabilities owed to the Primary Creditors; and

(c) in the case of a Debtor or a Security Grantor, the Liabilities owed to the Creditors; and in each case together with all present and future liabilities and obligations, actual and contingent, of the Debtors to the Common Security Agent.

“Relevant Senior Subordinated Event of Default” has the meaning given to that term in Clause 8.14 (Permitted Enforcement: Senior Subordinated Creditors).

“Relevant Unsecured Enforcement Action” has the meaning given to that term in paragraph (a)(i) of Clause 9.13 (Permitted Enforcement: Unsecured Creditors).

“Required Pari Passu Creditors” means each Creditor Representative acting on behalf of the Senior Secured Term Facilities Creditors and the Senior Secured Revolving Facilities Creditors and (during an Export Credit Agency Facilities Enforcement Period only) the Senior Secured Export Credit Agency Facilities Lender.

“Required Primary Creditors” means the Required Pari Passu Creditors, the Required Second Lien Creditors and the Required Senior Subordinated Creditors.

“Required Priority Creditors” means the Required Pari Passu Creditors and the Required Second Lien Creditors.

“Required RCF Lenders” has the meaning given to that term in the definition of “Enforcing Pari Passu Creditors”.

“Required Second Lien Creditors” means each Creditor Representative acting on behalf of the Second Lien Creditors for which it is the Creditor Representative.

“Required Senior Subordinated Creditors” means each Creditor Representative acting on behalf of the Senior Subordinated Creditors for which it is the Creditor Representative.

“Required Super Senior Creditors” means each Creditor Representative acting on behalf of the Super Senior Creditors for which it is the Creditor Representative.

“Required TLB Lenders” has the meaning given to that term in the definition of “Enforcing Pari Passu Creditors”.

“Required Unsecured Creditors” means each Creditor Representative acting on behalf of the Unsecured Creditors for which it is the Creditor Representative.

“Restricted Subsidiary” has the meaning given to the term “Restricted Subsidiary” in the Senior Secured Facilities Agreements or any Equivalent Provision in any other Debt Document.

“Revolving Facility Termination Date” has the meaning given to the term “Termination Date” in the Senior Secured Revolving Facilities Agreement.

“Second Lien Acceleration Event” means:

(a) the Creditor Representative of any Second Lien Noteholders (or the requisite Second Lien Noteholders under any Second Lien Notes Indenture) exercising any of its or their rights (other than the right to declare any amount payable on demand) under a provision of the relevant Second Lien Notes Indenture which is an Equivalent Provision to section 8.02 (Remedies Upon Event of Default) of the Senior Secured Term Facilities Agreement (or making a demand for payment of amounts previously declared to be payable on demand) or any acceleration provisions under any Second Lien Notes Indenture being automatically invoked upon the occurrence of an Insolvency Event in accordance with its terms; or

(b) the Creditor Representative of any Second Lien Facility Lender(s) (or any of the Second Lien Facility Lenders) exercising any of its or their rights (other than the right to declare any amount payable on demand), in each case under a provision of the relevant Second Lien Facility Agreement which is an Equivalent Provision to section 8.02 (Remedies Upon Event of Default) of the Senior Secured Term Facilities Agreement (or making a demand for payment of amounts previously declared to be payable on demand) or any acceleration provisions under any Second Lien Facility Agreement being automatically invoked upon the occurrence of an Insolvency Event in accordance with its terms.

“Second Lien Agent” means any agent of a credit facility which creates or evidences the terms applicable to any Second Lien Debt Liabilities which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Second Lien Arranger” means any arranger of a credit facility which creates or evidences the terms applicable to any Second Lien Debt Liabilities which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Second Lien Automatic Block Event” means the occurrence under a Pari Passu Debt Document of a Default relating to the non-payment of an amount constituting principal or interest or fees provided such amount is (in aggregate with any other amount due but unpaid under a Pari Passu Debt Document) equal to or exceeding EUR 1,000,000.00 (or its equivalent).

“Second Lien Credit Participation” means:

(a) in relation to a Hedge Counterparty, its aggregate Hedge Credit Participation in respect of Second Lien Hedging Liabilities; and

(b) in relation to a Second Lien Noteholder or a Second Lien Facility Lender, the aggregate of:

(i) its Second Lien Facility Commitments, if any;

(ii) the aggregate outstanding principal amount of the Second Lien Notes held by it, if any; and

(iii) to the extent not falling within paragraph (i) or (ii) above, the aggregate outstanding principal amount of any Second Lien Debt Liabilities in respect of which it is the creditor, if any.

“Second Lien Creditors” means each Second Lien Debt Creditor and each Hedge Counterparty that is a creditor in respect of Second Lien Hedging Liabilities.

“Second Lien Debt Creditors” means:

(a) each Creditor Representative in relation to any Second Lien Noteholder or Second Lien Facility Lender, each Second Lien Arranger, each Second Lien Noteholder and each Second Lien Facility Lender; and

(b) (unless the context requires otherwise) the Common Security Agent in its capacity as creditor in respect of the Parallel Debt attributable to the Second Lien Debt Liabilities.

“Second Lien Debt Discharge Date” means the first date on which:

(a) all Second Lien Debt Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of the Creditor Representative(s) for each of the Second Lien Facility Lenders and the Second Lien Noteholders, including as a result of an enforcement or as a result of:

(i) such Second Lien Debt Liabilities becoming Senior Subordinated Liabilities or Unsecured Liabilities; or

(ii) such Second Lien Debt Liabilities becoming the subject of new security and intercreditor arrangements which, in each case, benefit and bind the relevant Second Lien Creditors; and

(b) the Second Lien Debt Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Second Lien Debt Documents.

“Second Lien Debt Documents” means:

(a) each Second Lien Notes Indenture;

(b) each Second Lien Facility Agreement and each other “Finance Document” or “Loan Document” (as the case may be) under and as defined therein (excluding any Hedging Agreement); and

(c) each other document or instrument entered into between any member of the Group and a Second Lien Debt Creditor setting out the terms of any credit facility, notes, indenture or debt security which creates or evidences any Second Lien Debt Liabilities.

“Second Lien Debt Liabilities” means the Liabilities owed by the Debtors, the Second Lien Guarantors and any Security Grantor to the Second Lien Debt Creditors under or in connection with the Second Lien Debt Documents.

“Second Lien Discharge Date” means the later to occur of:

(a) the Second Lien Debt Discharge Date; and

(b) the first date on which

(i) the Second Lien Hedging Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of each Hedge Counterparty to which Second Lien Hedging Liabilities are owed including as a result of an enforcement or as a result of:

(A) such Second Lien Hedging Liabilities becoming Senior Subordinated Hedging Liabilities or Unsecured Liabilities; or

(B) such Second Lien Hedging Liabilities becoming the subject of new security and intercreditor arrangements which, in each case, benefit and bind the relevant Hedge Counterparty; and

(ii) each Hedge Counterparty is under no further obligation to do anything that will give rise to any Second Lien Hedging Liabilities under the Hedging Agreements.

“Second Lien Enforcement Notice” has the meaning given to that term in paragraph (a)(iii) of Clause 6.13 (Permitted Enforcement: Second Lien Debt Creditors).

“Second Lien Facility” means any credit facility where any:

(a) agent of the lenders in respect of the credit facility becomes a Party as a Creditor Representative;

(b) arranger of the credit facility has become a party as a Second Lien Arranger; and

(c) lender in respect of the credit facility has become a Party as a Second Lien Facility Lender,

in each case in respect of that credit facility and pursuant to and in accordance with Clause 28.20 (Accession of Creditors).

“Second Lien Facility Agreement” means any facility agreement setting out the terms of any credit facility which creates or evidences the terms applicable to any Second Lien Debt Liabilities.

“Second Lien Facility Commitment” means any “Commitment” under and as defined in a Second Lien Facility Agreement.

“Second Lien Facility Lender” means each “Lender” under and as defined in the relevant Second Lien Facility Agreement.

“Second Lien Guarantees” means:

(a) the “Note Guarantees” or “Guarantees” as defined in the relevant Second Lien Notes Indenture or any guarantee provided by a Second Lien Guarantor under a Second Lien Notes Indenture or some other Second Lien Debt Document relating to a Second Lien Notes Indenture; and

(b) any guarantees provided by a Second Lien Guarantor under a Second Lien Facility Agreement or other Second Lien Debt Document relating to a Second Lien Facility Agreement;

(c) any guarantees provided by a Second Lien Guarantor under a Second Lien Debt Document in respect of Second Lien Hedging Liabilities.

“Second Lien Guarantor” means each member of the Group and each Debtor in each case that provides a guarantee in favour of any Second Lien Debt Creditor in connection with any Second Lien Debt Liabilities.

“Second Lien Hedging Liabilities” means the Liabilities owed by the Debtors to the Hedge Counterparties under or in connection with the Hedging Agreements designated as such in accordance with paragraph (d) of Clause 28.20 (Accession of Creditors).

“Second Lien Liabilities” means the Second Lien Debt Liabilities and the Second Lien Hedging Liabilities.

“Second Lien Noteholder” means any holder from time to time of Second Lien Notes.

“Second Lien Notes” means any senior notes issued or to be issued by a member of the Group pursuant to a Second Lien Notes Indenture.

“Second Lien Notes Indenture” means any note indenture setting out the terms of any debt security which creates or evidences the terms applicable to any Second Lien Debt Liabilities.

“Second Lien Notes Outstandings” means the principal amount of outstanding Second Lien Notes held by the Second Lien Noteholders.

“Second Lien Notes Trustee” means any note trustee in respect of Second Lien Notes which has acceded to this Agreement as a Creditor Representative pursuant to Clause 28.20 (Accession of Creditors).

“Second Lien Payment Stop Event” means, at any time:

(a) an Event of Default having occurred under section 7.08 (Financial Covenant) (subject to paragraph (b) of section 8.01 (Specific Covenants)), paragraph (e) of section 8.01 (Cross default), paragraph (f) of section 8.01 (Insolvency Proceedings, Etc.), paragraph (j) of section 8.01 (Invalidity of Certain Loan Documents) (only to the extent that the invalidity relates to a Transaction Security Document or this Agreement) or section 9.15 (Intercreditor Agreements) of the Senior Secured Term Facilities Agreement (or under any Equivalent Provision under any Pari Passu Debt Document); or

(b) any other Event of Default under the Senior Secured Facilities Agreements or any event of default however described under any other Pari Passu Debt Document (other than an Event of Default under paragraph (a) of section 8.01 (Non-Payment) of the Senior Secured Term Facilities Agreement (or under any Equivalent Provision under any Pari Passu Debt Document)) which has or is reasonably likely to have a Material Adverse Effect.

“Second Lien Payment Stop Notice” has the meaning given to that term in paragraph (a) of Clause 6.4 (Issue of Second Lien Payment Stop Notice).

“Second Lien Representative” means:

(a) each Second Lien Agent; and

(b) each Second Lien Notes Trustee in respect of any Second Lien Notes that are outstanding.

“Second Lien Standstill Period” has the meaning given to that term in paragraph (a)(iii)(A) of Clause 6.13 (Permitted Enforcement: Second Lien Debt Creditors).

“Second Ranking Transaction Security” means all Security which is expressed to be second ranking (or any other lower ranking, such ranking to be determined on the basis of the chronological order in which such security is taken) and which is granted by a Loan Party or a Security Grantor to secure Liabilities that are or are intended to be Secured Obligations over any Charged Property subject to a Prior Ranking Transaction Security in accordance with Clause 34.16 (Second Ranking Transaction Security).

“Secured Obligations” means the Common Secured Obligations and the Priority Creditor Only Secured Obligations.

“Secured Parties” means the Priority Creditor Only Secured Parties and the Common Secured Parties.

“Securities Intermediary” has the meaning given to that term in paragraph (j) of Clause 26.10 (Rights and Discretions).

“Security” means a mortgage, charge, pledge, lien (including “garantias fiduciarias”), assignment or transfer for security purposes, (extended) retention of title arrangement, land charge (Grundschuld) mandate to create a mortgage or a pledge over business assets or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Grantor” means any person that becomes a Party as a Security Grantor in accordance with Clause 28.25 (New Debtor and New Security Grantor).

“Security Property” means the Priority Creditor Only Security Property, the Common Security Property and any Transaction Security created as mentioned in paragraph (b) of the definition of Priority Creditor Only Transaction Security or paragraph (b) of the definition of Common Transaction Security.

“Senior Consultation Period” has the meaning given to that term in paragraph (b) of Clause 17.10 (Consultation: Majority Super Senior Creditors).

“Senior Discharge Date” means the later of the Super Senior Discharge Date and the Pari Passu Discharge Date.

“Senior Secured Export Credit Agency Facilities” means each credit facility provided to the Senior Secured Export Credit Agency Facilities Borrower under and as defined in the Senior Secured Export Credit Agency Facilities Agreements.

“Senior Secured Export Credit Agency Facilities Agreements” means:

(a) the facility agreement originally dated 8 October 2019 (as amended and amended and restated or novated from time to time) entered into between the Senior Secured Export Credit Agency Facilities Borrower as borrower, the Senior Secured Export Credit Agency Facilities Guarantor as guarantor and Senior Secured Export Credit Agency Facilities Lender as lender; and

(b) any facility agreement (including any replacement of the facility agreement described in paragraph (a) above), setting out the terms of any credit facility which creates or evidences the terms applicable to any Senior Secured Export Credit Agency Facilities Liabilities.

“Senior Secured Export Credit Agency Facilities Borrowers” means Oatly AB.

“Senior Secured Export Credit Agency Facilities Creditors” means the Senior Secured Export Credit Agency Facilities Lenders and the Common Security Agent.

“Senior Secured Export Credit Agency Facilities Documents” means the Senior Secured Export Credit Agency Facilities Agreements, the Transaction Security Documents, this Agreement and each other “Finance Document” (or Equivalent Provision) under and as defined in the Senior Secured Export Credit Agency Facilities Agreement (excluding any Hedging Agreement or Cash Management Facility Document).

“Senior Secured Export Credit Agency Facilities Guarantors” means the guarantor under and as defined in the Senior Secured Export Credit Agency Facilities Agreement.

“Senior Secured Export Credit Agency Facilities Lender” means the Original Senior Secured Export Credit Agency Facilities Lender and any “Lender” (or Equivalent Provision) under and as defined in a Senior Secured Revolving Facilities Agreement.

“Senior Secured Export Credit Agency Facilities Liabilities” means the Liabilities owed by the Debtors to the Senior Secured Export Credit Agency Facilities Creditors under or in connection with the Senior Secured Export Credit Agency Facilities.

“Senior Secured Facilities Agents” means the Senior Secured Term Facilities Agent and the Senior Secured Revolving Facilities Agent.

“Senior Secured Facilities Agreements” means the Senior Secured Term Facilities Agreement, the Senior Secured Revolving Facilities Agreement and the Senior Secured Export Credit Agency Facilities Agreement.

“Senior Secured Facilities Borrowers” means the Senior Secured Term Facilities Borrowers, the Senior Secured Revolving Facilities Borrowers and the Senior Secured Export Credit Agency Facilities Borrowers.

“Senior Secured Facilities Creditors” means the Senior Secured Term Facilities Creditors, the Senior Secured Revolving Facilities Creditors and the Senior Secured Export Credit Agency Facilities Creditors.

“Senior Secured Facilities Discharge Date” means the first date on which:

(a) all Liabilities owed by the Debtors to the Senior Secured Facilities Creditors under the Senior Secured Facilities Documents have been fully and finally discharged to the satisfaction (acting reasonably) of the Senior Secured Facilities Agents, including as a result of an enforcement and as a result of:

(i) such Liabilities becoming Unsecured Liabilities, Second Lien Liabilities or Senior Subordinated Liabilities; or

(ii) such Liabilities becoming the subject of new security and intercreditor arrangements which, in each case, benefit and bind the relevant Senior Secured Facilities Creditors; and

(b) the Senior Secured Facilities Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Senior Secured Facilities Documents.

“Senior Secured Facilities Documents” means the Senior Secured Revolving Facilities Documents, the Senior Secured Term Facilities Documents and the Senior Secured Export Credit Agency Facilities Documents.

“Senior Secured Facilities Guarantors” means the Senior Secured Revolving Facilities Guarantors, the Senior Secured Term Facilities Guarantors and the Senior Secured Export Credit Agency Facilities Guarantors.

“Senior Secured Facilities Lender” means a Senior Secured Revolving Facilities Lender, a Senior Secured Term Facilities Lender and a Senior Secured Export Credit Agency Facilities Lender.

“Senior Secured Revolving Facilities” means each “Facility” under and as defined in the Senior Secured Facilities Revolving Agreement.

“Senior Secured Revolving Facilities Agreement” means the English law governed sustainable revolving credit facility agreement originally dated 14 April 2021 between, among others, the Parent as Company, and Skandinaviska Enskilda Banken AB (publ) as agent, as amended and restated pursuant to the amendment and restatement agreement on or around the date of this Agreement amongst others, the Parent, Holdings, Oatly AB as Original Borrower, the Senior Secured Revolving Facilities Agent as agent and the Common Security Agent as Common Security Agent.

“Senior Secured Revolving Facilities Borrowers” means each “Borrower” under and as defined in the Senior Secured Revolving Facilities Agreement.

“Senior Secured Export Credit Agency Facilities Agent” means any agent under and as defined in the Senior Secured Export Credit Agency Facilities Agreements, and provided that if such facility is provided by a single lender only, such lender.

“Senior Secured Revolving Facilities Creditors” means the Senior Secured Revolving Facilities Lenders, the Senior Secured Revolving Facilities Arrangers, the Senior Secured Revolving Facilities Agent and the Common Security Agent.

“Senior Secured Revolving Facilities Discharge Date” means the first date on which:

(a) all Liabilities owed by the Debtors to the Senior Secured Revolving Facilities Creditors under the Senior Secured Revolving Facilities Documents have been fully and finally discharged to the satisfaction (acting reasonably) of the Senior Secured Revolving Facilities Agent, including as a result of an enforcement; and

(b) the Senior Secured Revolving Facilities Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Senior Secured Revolving Facilities Documents.

“Senior Secured Revolving Facilities Documents” means the Senior Secured Revolving Facilities Agreement, the Transaction Security Documents, this Agreement and each other “Finance Document” under and as defined in the Senior Secured Revolving Facilities Agreement (excluding any Hedging Agreement or Cash Management Facility Document).

“Senior Secured Revolving Facilities Guarantors” means each “Guarantor” under and as defined in the Senior Secured Revolving Facilities Agreement.

“Senior Secured Revolving Facilities Lender” means each “Original Lender”, “Lender”, and “Ancillary Lender” under and as defined in the Senior Secured Revolving Facilities Agreement.

“Senior Secured Revolving Facilities Liabilities” means the Liabilities owed by the Debtors to the Senior Secured Revolving Facilities Lender under or in connection with the Senior Secured Revolving Facilities Documents.

“Senior Secured Term Facilities” means each “Facility” under and as defined in the Senior Secured Term Facilities Agreement.

“Senior Secured Term Facilities Agreement” means the New York law governed Credit Agreement entered into on or about the date hereof between, amongst others, the Parent, Holdings, Oatly AB as the Swedish Borrower, Oatly US Inc. as the U.S. Borrower, the Senior Secured Term Facilities Agent as administrative agent and the Common Security Agent as collateral agent.

“Senior Secured Term Facilities Borrowers” means each “Borrower” under and as defined in the Senior Secured Term Facilities Agreement.

“Senior Secured Term Facilities Creditors” means the Senior Secured Term Facilities Lenders, the Senior Secured Term Facilities Arrangers, the Senior Secured Term Facilities Agent and the Common Security Agent.

“Senior Secured Term Facilities Documents” means the Senior Secured Term Facilities Agreement, the Transaction Security Documents, this Agreement and each other “Loan Document” under and as defined in the Senior Secured Term Facilities Agreement (excluding any Hedging Agreement or Cash Management Facility Document).

“Senior Secured Term Facilities Guarantors” means each “Guarantor” under and as defined in the Senior Secured Term Facilities Agreement.

“Senior Secured Term Facilities Lender” means each “Lender” under and as defined in the Senior Secured Term Facilities Agreement.

“Senior Secured Term Facilities Obligations” means the “Obligations” under and as defined in the Senior Secured Term Facilities Agreement.

“Senior Subordinated Acceleration Event” means:

(a) the Creditor Representative of any Senior Subordinated Noteholders (or the requisite Senior Subordinated Noteholders under any Senior Subordinated Notes Indenture) exercising any of its or their rights (other than the right to declare any amount payable on demand) under a provision of the relevant Senior Subordinated Notes Indenture which is an Equivalent Provision to section 8.02 (Remedies Upon Event of Default) of the Senior Secured Term Facilities Agreement (or making a demand for payment of amounts previously declared to be payable on demand) or any acceleration provisions under any Senior Subordinated Notes Indenture being automatically invoked upon the occurrence of an Insolvency Event in accordance with its terms; or

(b) the Creditor Representative of any Senior Subordinated Facility Lender(s) (or any of the Senior Subordinated Facility Lenders) exercising any of its or their rights (other than the right to declare any amount payable on demand) under a provision of the relevant Senior Subordinated Facility Agreement which is an Equivalent Provision to section 8.02 (Remedies Upon Event of Default) of the Senior Secured Term Facilities Agreement (or making a demand for payment of amounts previously declared to be payable on demand) or any acceleration provisions under any Senior Subordinated Facility Agreement being automatically invoked upon the occurrence of an Insolvency Event in accordance with its terms.

“Senior Subordinated Arranger” means any arranger of a credit facility which creates or evidences the terms applicable to any Senior Subordinated Liabilities which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Senior Subordinated Automatic Block Event” means the occurrence under a Priority Creditor Document of a Default relating to the non-payment of an amount constituting principal or interest or fees provided such amount is (in aggregate with any other amount due but unpaid under a Priority Creditor Document) equal to or exceeding EUR 1,000,000.00 (or its equivalent).

“Senior Subordinated Credit Participation” means:

(a) in relation to a Hedge Counterparty, its aggregate Hedge Credit Participation in respect of its Senior Subordinated Hedging Liabilities; and

(b) in relation to a Senior Subordinated Noteholder or a Senior Subordinated Facility Lender, the aggregate of:

(i) its Senior Subordinated Facility Commitments, if any;

(ii) the aggregate outstanding principal amount of the Senior Subordinated Notes held by it, if any; and

(iii) to the extent not falling within paragraph (i) or (ii) above, the aggregate outstanding principal amount of any Senior Subordinated Liabilities in respect of which it is the creditor, if any.

“Senior Subordinated Creditor Conflict” means, at any time prior to the Priority Discharge Date, a conflict between:

(a) the interests of the Priority Creditors; and

(b) the interests of any Senior Subordinated Creditor.

“Senior Subordinated Creditors” means each Senior Subordinated Debt Creditor and each Hedge Counterparty that is a creditor in respect of Senior Subordinated Hedging Liabilities.

“Senior Subordinated Debt Creditors” means each Creditor Representative in relation to any Senior Subordinated Noteholder or Senior Subordinated Facility Lender, each Senior Subordinated Arranger, each Senior Subordinated Noteholder and each Senior Subordinated Facility Lender and (unless the context requires otherwise) the Common Security Agent in its capacity as creditor in respect of the Parallel Debt attributable to the Senior Subordinated Debt Liabilities.

“Senior Subordinated Debt Discharge Date” means the first date on which:

(a) all Senior Subordinated Debt Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of the Creditor Representative(s) for each of the Senior Subordinated Debt Creditors and the Senior Subordinated Noteholders, including as a result of an enforcement or as a result of:

(i) such Senior Subordinated Debt Liabilities becoming Unsecured Liabilities; or

(ii) such Senior Subordinated Debt Liabilities becoming the subject of new security and intercreditor arrangements which, in each case, benefit and bind the relevant Senior Subordinated Creditors; and

(b) the Senior Subordinated Debt Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Senior Subordinated Debt Documents.

“Senior Subordinated Debt Documents” means:

(a) each Senior Subordinated Notes Indenture;

(b) each Senior Subordinated Facility Agreement and each other “Finance Document” or “Loan Document” (as the case may be) under and as defined therein (excluding any Hedging Agreement); and

(c) each other document, agreement or instrument entered into between the Parent and a Senior Subordinated Creditor setting out the terms of any credit facility, notes, indenture or debt security which creates or evidences any Senior Subordinated Debt Liabilities.

“Senior Subordinated Debt Liabilities” means the Liabilities owed by the Parent, each Senior Subordinated Guarantor and any Security Grantor to the Senior Subordinated Creditors under or in connection with the Senior Subordinated Debt Documents.

“Senior Subordinated Discharge Date” means the later to occur of:

(a) the Senior Subordinated Debt Discharge Date; and

(b) the first date on which the Senior Subordinated Hedging Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of each Hedge Counterparty to which Senior Subordinated Hedging Liabilities are owed including as a result of an enforcement or as a result of:

(i) such Senior Subordinated Hedging Liabilities becoming Unsecured Liabilities; or

(ii) such Senior Subordinated Hedging Liabilities becoming the subject of new security and intercreditor arrangements which, in each case, benefit and bind the relevant Hedge Counterparty; and

each Hedge Counterparty is under no further obligation to do anything that will give rise to any Senior Subordinated Hedging Liabilities under the Hedging Agreements.

“Senior Subordinated Enforcement Notice” has the meaning given to that term in paragraph (c) of Clause 8.14 (Permitted Enforcement: Senior Subordinated Creditors).

“Senior Subordinated Facility” means any credit facility made available to the Parent where any:

(a) agent of the lenders in respect of the credit facility becomes a Party as a Creditor Representative;

(b) arranger of the credit facility has become a Party as a Senior Subordinated Arranger; and

(c) lender in respect of the credit facility has become a Party as a Senior Subordinated Facility Lender,

in each case in respect of that credit facility and pursuant to and in accordance with Clause 28.20 (Accession of Creditors).

“Senior Subordinated Facility Agreement” means any facility agreement setting out the terms of any credit facility which creates or evidences the terms applicable to any Senior Subordinated Liabilities.

“Senior Subordinated Facility Commitment” means any “Commitment” under and as defined in a Senior Subordinated Facility Agreement.

“Senior Subordinated Facility Lender” means each “Lender” under and as defined in the relevant Senior Subordinated Facility Agreement.

“Senior Subordinated Guarantees” means:

(a) the “Note Guarantees” or “Guarantees” as defined in the relevant Senior Subordinated Notes Indenture or any guarantee provided by a Senior Subordinated Guarantor under a Senior Subordinated Notes Indenture or other Senior Subordinated Debt Document relating to a Senior Subordinated Notes Indenture;

(b) any guarantees provided by a Senior Subordinated Guarantor under a Senior Subordinated Facility Agreement or other Senior Subordinated Debt Document relating to a Senior Subordinated Facility Agreement; and

(c) any guarantees provided by a Senior Subordinated Guarantor under a Senior Subordinated Debt Document in respect of Senior Subordinated Hedging Liabilities.

“Senior Subordinated Guarantor” means each member of the Group that provides a guarantee in favour of any Senior Subordinated Creditor in connection with any Senior Subordinated Liabilities incurred by the Parent.

“Senior Subordinated Hedging Liabilities” means the Liabilities owed by the Debtors to the Hedge Counterparties under or in connection with the Hedging Agreements designated as such in accordance with paragraph (d) of 28.20 (Accession of Creditors).

“Senior Subordinated Liabilities” means the Senior Subordinated Debt Liabilities and the Senior Subordinated Hedging Liabilities.

“Senior Subordinated Noteholder” means any holder from time to time of Senior Subordinated Notes.

“Senior Subordinated Notes” means any notes issued or to be issued by the Parent pursuant to a Senior Subordinated Notes Indenture.

“Senior Subordinated Notes Indenture” means any note indenture setting out the terms of any debt security which creates or evidences the terms applicable to any Senior Subordinated Liabilities.

“Senior Subordinated Notes Trustee” means any note trustee in respect of Senior Subordinated Notes which has acceded to this Agreement as a Creditor Representative pursuant to Clause 28.20 (Accession of Creditors).

“Senior Subordinated Payment Stop Event” means, at any time, an Event of Default under a Priority Creditor Debt Document that has occurred and is continuing (other than an Event of Default constituting a Senior Subordinated Automatic Block Event).

“Senior Subordinated Payment Stop Notice” has the meaning given to that term in Clause 8.5 (Issue of Senior Subordinated Payment Stop Notice).

“Senior Subordinated Representative” means any Creditor Representative pursuant to paragraph (f) of that definition.

“Senior Subordinated Standstill Period” means, in relation to a Relevant Senior Subordinated Event of Default, the period beginning one Business Day following the date (the “Senior Subordinated Standstill Start Date”) the Creditor Representative in respect of the relevant Senior Subordinated Liabilities serves a Senior Subordinated Enforcement Notice on

the Common Security Agent in respect of such Relevant Senior Subordinated Event of Default and ending on the earliest to occur of:

(a) the date falling 179 days after the Senior Subordinated Standstill Start Date;

(b) the date the Common Security Agent takes any Enforcement Action against any Senior Subordinated Guarantor provided that if a Senior Subordinated Standstill Period ends pursuant to this paragraph (b), the Senior Subordinated Creditors may only take the same Enforcement Action (other than Enforcement of Transaction Security) in relation to the relevant Senior Subordinated Liabilities (and only against the same person) as the Enforcement Action taken by the Common Security Agent and may not take any other Enforcement Action against any other Debtor or member of the Group;

(c) the date of an Insolvency Event (other than an Insolvency Event directly caused by any action taken by or at the request or direction of a Senior Subordinated Creditor) in relation to a particular Debtor provided that if a Senior Subordinated Standstill Period ends pursuant to this paragraph (c), the Senior Subordinated Creditors may only take Enforcement Action against that Debtor;

(d) the expiry of any other Senior Subordinated Standstill Period outstanding at the date such first mentioned Senior Subordinated Standstill Period commenced (unless that expiry occurs as a result of a cure, waiver or other permitted remedy);

(e) an Event of Default under a Senior Subordinated Notes Indenture or a Senior Subordinated Facility Agreement resulting from a failure to pay the principal amount of the relevant Senior Subordinated Liabilities at their final maturity (provided that such maturity is no earlier than that established by the relevant Senior Subordinated Debt Documents as of the first date of issuance of Senior Subordinated Notes under that Senior Subordinated Notes Indenture or the entering into of that Senior Subordinated Facility); and

(f) the date on which (i) the Required Priority Creditors give their consent to an early termination of the Senior Subordinated Standstill Period or (ii) the Relevant Senior Subordinated Event of Default has been remedied or waived (or if accelerated, such acceleration has been rescinded) in each case in accordance with the terms of the relevant Priority Creditor Debt Documents.

“Spot Rate of Exchange” means the rate determined by the Common Security Agent as the spot rate for the purchase by such person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. (London time) on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Common Security Agent may obtain such spot rate from another financial institution designated by the Common Security Agent if the Common Security Agent does not have as of the date of determination a spot buying rate for any such currency.

“Subordinated Creditor” means each party that enters into a Creditor/Creditor Representative Accession Undertaking as a Subordinated Creditor or a Creditor Representative in respect of Subordinated Liabilities, in each case, that has made a loan or advance or otherwise extended credit directly to the Parent where such loan, advance or other credit is subordinated under the terms of this Agreement by virtue of such party becoming a Party as a Subordinated Creditor pursuant to Clause 28.24 (Creditor/Creditor Representative Accession Undertaking).

“Subordinated Debt Documents”: means any agreement providing for an extension of credit by a Subordinated Creditor to a member of the Group and any other document or agreement providing for the payment of any amount by any member of the Group to a Subordinated Creditor.

“Subordinated Liabilities” means the Liabilities owed to the Subordinated Creditors by the Parent, including under the Subordinated Debt Documents.

“Subsidiary” means, with respect to any person (1) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of the voting stock is at the time of determination owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof, (2) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of that person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such person or any Restricted Subsidiary or Subsidiary (as defined in the Senior Secured Facilities Agreements) of such person is a controlling general partner or otherwise controls such entity and (3) any person that is consolidated in the consolidated financial statements of the specified person in accordance with IFRS. As used in this Agreement, the term “Subsidiary” shall refer to any Subsidiary of the Parent unless expressly provided for otherwise.

“Super Senior Acceleration Event” means the Creditor Representative of any Super Senior Lender (or any such Super Senior Lender(s) itself or themselves) exercising any of its or their rights (other than the right to declare any amount payable on demand) under an Equivalent Provision of the relevant Super Senior Facility Agreement to clause 24.15 (Acceleration) of the Senior Secured Revolving Facilities Agreement (or making a demand for payment of amounts previously declared to be payable on demand) or any acceleration provisions under a Super Senior Facility Agreement being automatically invoked upon the occurrence of an Insolvency Event in accordance with its terms.

“Super Senior Ancillary Document” means each document relating to or evidencing the terms of a Super Senior Ancillary Facility.

“Super Senior Ancillary Facility” means an ancillary facility made available under and in accordance with any Super Senior Facility Agreement.

“Super Senior Ancillary Lender” means a Super Senior Lender (or the Affiliate of a Super Senior Lender) which makes available a Super Senior Ancillary Facility.

“Super Senior Arranger” means any arranger or any substantially equivalent term under and as defined in any Permitted Super Senior Secured Facilities Agreement, which has acceded to this Agreement as a Super Senior Arranger pursuant to Clause 27.19 (Accession of Creditors), to the extent it has not ceased to be a Super Senior Arranger in accordance with the terms of this Agreement.

“Super Senior Cash Management Facility” means a cash management facility made available under and in accordance with any Super Senior Facility Agreement.

“Super Senior Cash Management Lender” means a Super Senior Lender (or the Affiliate of a Super Senior Lender) which makes available a Super Senior Cash Management Facility.

“Super Senior Credit Participation” means:

(a) in relation to a Hedge Counterparty, its aggregate Hedge Credit Participation in respect of Super Senior Hedging Liabilities; and

(b) in relation to a Super Senior Lender, the aggregate of:

(i) its aggregate Super Senior Facility Commitments, if any;

(ii) to the extent not falling within sub-paragraph (i) above, the aggregate outstanding principal amount of any Super Senior Debt Liabilities in respect of which it is the creditor, if any.

“Super Senior Creditors” means the Super Senior Debt Creditors and the Super Senior Hedge Counterparties (to the extent of their Super Senior Hedging Liabilities).

“Super Senior Debt Creditors” means:

(a) each Super Senior Facility Creditor; and

(b) each Creditor Representative in relation to any Super Senior Lender, each Super Senior Arranger, each Super Senior Lender and each Super Senior Ancillary Lender (to the extent not included in paragraph (a) above); and

(c) (unless the context requires otherwise) the Common Security Agent in its capacity as creditor in respect of the Parallel Debt attributable to the Super Senior Debt Liabilities.

“Super Senior Debt Discharge Date” means the first date on which:

(a) all Super Senior Debt Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of the Creditor Representative(s) for each of the Super Senior Lenders, including as a result of an enforcement or as a result of:

(i) such Super Senior Debt Liabilities becoming Pari Passu Debt Liabilities, Second Lien Debt Liabilities, Senior Subordinated Liabilities or Unsecured Liabilities; or

(ii) such Super Senior Debt Liabilities becoming the subject of new security and intercreditor arrangements which, in each case, benefit and bind the relevant Super Senior Creditors; and

(b) the Super Senior Debt Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Super Senior Debt Documents.

“Super Senior Debt Documents” means:

(a) each Super Senior Facility Agreement and each other “Finance Document” or “Loan Document” (as the case may be) under and as defined therein (excluding any Hedging Agreement); and

(b) each other document or instrument entered into between any member of the Group and a Super Senior Debt Creditor setting out the terms of any credit facility, notes, indenture or debt security which creates or evidences any Super Senior Debt Liabilities.

“Super Senior Debt Liabilities” means the Super Senior Facility Liabilities and any other Liabilities owed by the Debtors and any Security Grantor to the Super Senior Debt Creditors under or in connection with the Super Senior Debt Documents with respect to any Super Senior Facility (for the avoidance of doubt, subject to any applicable caps for super senior ranking liabilities set out in all other Debt Documents).

“Super Senior Discharge Date” means the later to occur of:

(a) the Super Senior Debt Discharge Date; and

(b) the first date on which:

(i) the Super Senior Hedging Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of each Super Senior Hedge Counterparty including as a result of an enforcement or as a result of:

(A) such Super Senior Hedging Liabilities becoming Pari Passu Hedging Liabilities, Second Lien Hedging Liabilities, Senior Subordinated Hedging Liabilities or Unsecured Liabilities or

(B) such Super Senior Hedging Liabilities becoming the subject of new security and intercreditor arrangements which, in each case, benefit and bind the relevant Hedge Counterparty; and

(ii) each Hedge Counterparty is under no further obligation to do anything that will give rise to any Super Senior Hedging Liabilities under the Hedging Agreements.

“Super Senior Facility” means each credit facility, note, indenture or debt security made available to any member of the Group which is intended to rank senior in right of recovery from the Transaction Security and any other amount to be turned over to the Common Security Agent pursuant to the terms of this Agreement relative to: (x) the Senior Secured Facilities as at the date of this Agreement and (y) any other Pari Passu Debt Liabilities from time to time, where any:

(a) agent or trustee of the lenders or noteholders in respect of the credit facility or other instrument becomes a Party as a Creditor Representative;

(b) arranger of the credit facility or other instrument has become a party as a Super Senior Arranger; and

(c) lender in respect of the credit facility has become a Party as a Super Senior Lender,

in each case in respect of that credit facility or other instrument and pursuant to Clause 28.20 (Accession of Creditors).

“Super Senior Facility Agreement” means each facility agreement or other document setting out the terms of or evidencing the terms applicable to any Super Senior Facility.

“Super Senior Facility Cash Cover” means “cash cover” under and as defined in any relevant Super Senior Facility Agreement in so far as it relates to a Super Senior Facility.

“Super Senior Facility Cash Cover Document” means, in relation to any Super Senior Facility Cash Cover, any Super Senior Debt Document which creates or evidences, or is expressed to create or evidence, the Security required to be provided over that Super Senior Facility Cash Cover by the relevant Super Senior Facility Agreement.

“Super Senior Facility Commitment” means each “Commitment” or Equivalent Provision under and as defined in any Super Senior Facility Agreement.

“Super Senior Facility Creditors” means:

(a) the Super Senior Hedge Counterparties;

(b) each Super Senior Facility Lender and each Super Senior Ancillary Lender; and

(c) each agent and each arranger in relation to a Super Senior Facility.

“Super Senior Facility Lender Cash Collateral” means any cash collateral provided by Super Senior Lender to an Issuing Bank pursuant to the terms of any relevant Super Senior Facility Agreement.

“Super Senior Facility Liabilities” means the Liabilities owed by the Debtors and any Security Grantor to the Super Senior Lenders under or in connection with the Super Senior Debt Documents with respect to any Super Senior Facility (for the avoidance of doubt, subject to any applicable caps for super senior ranking liabilities set out in all other Debt Documents).

“Super Senior Hedge Counterparty” means each Hedge Counterparty to the extent it is the creditor of Super Senior Hedging Liabilities.

“Super Senior Hedge Liabilities Transfer” means a transfer to:

(a) the Purchasing Pari Passu Creditors (or to their respective nominees) (subject to paragraph (b) of Clause 7.3 (Hedge Transfer: Pari Passu Creditors)); or

(b) the Purchasing Second Lien Creditors (or to their respective nominees) (subject to paragraph (b) of Clause 7.5 (Hedge Transfer: Second Lien Debt Creditors)),

in each case, of each Hedging Agreement under which the Super Senior Hedging Liabilities arise together with all (and not part) of:

(i) the rights and benefits under each such Hedging Agreement in respect of the Super Senior Hedging Liabilities owed by the Debtors to each Hedge Counterparty; and

(ii) the Hedge Counterparty Obligations owed by each such Hedge Counterparty to the Debtors,

in accordance with Clause 28.11 (Change of Hedge Counterparty) as described in, and subject to, Clause 7.3 (Hedge Transfer: Pari Passu Creditors) or Clause 7.5 (Hedge Transfer: Second Lien Debt Creditors).

“Super Senior Hedging Ancillary Document” means a Super Senior Ancillary Document which relates to or evidences the terms of a Super Senior Hedging Ancillary Facility.

“Super Senior Hedging Ancillary Facility” means a Super Senior Ancillary Facility which is made available by way of a hedging facility.

“Super Senior Hedging Ancillary Lender” means a Super Senior Ancillary Lender to the extent to which that Super Senior Ancillary Lender makes available a Super Senior Hedging Ancillary Facility.

“Super Senior Hedging Liabilities” means Liabilities owed by the Debtors to the Super Senior Hedge Counterparties in an unlimited amount, provided that it relates to an Interest Rate Hedging Transaction or a FX Hedging Transaction, in each case relating to Super Senior Facility Liabilities or Pari Passu Debt Liabilities under or in connection with the Hedging Agreements designated as such in accordance with paragraph (d) of Clause 28.20 (Accession of Creditors).

“Super Senior Issuing Bank” means any “Issuing Bank” under and as defined in (as applicable) any relevant Super Senior Facility Agreement

“Super Senior Lender” means each “Lender” under and as defined in any relevant Super Senior Facility Agreement.

“Super Senior Liabilities” means the Super Senior Debt Liabilities and the Super Senior Hedging Liabilities.

“Super Senior Representative” means any Creditor Representative pursuant to paragraph (b) of that definition.

“TARGET2” means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilities a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payment in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Term Loan Termination Date” has the meaning given to the term “Maturity Date” in the Senior Secured Term Facilities Agreement.

“Term Outstandings” means, at any time, the aggregate of the amounts of principal (not including any capitalised or deferred interest) then outstanding in relation to any term debt under the Priority Creditor Debt Documents or, where used in relation to any Hedging Transaction, the aggregate amount of principal (not including any capitalised or deferred interest) then outstanding in relation to any term debt under the relevant Priority Creditor Debt Documents to which that Hedging Transaction relates.

"Total Exchange Rate Hedging" means, at any time, the aggregate of each Hedge Counterparty's Exchange Rate Hedging at that time.

"Total Interest Rate Hedging" means, at any time, the aggregate of each Hedge Counterparty's Interest Rate Hedging at that time.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under or pursuant to the Transaction Security Documents.

“Transaction Security Documents” means the Priority Creditor Only Transaction Security Documents and the Common Transaction Security Documents.

“UCC” means the Uniform Commercial Code.

“US Insolvency or Liquidation Proceedings” means any of the following under a Debtor Relief Law:

(a) the commencement of any voluntary or involuntary Bankruptcy Case or proceeding with respect to the Company or any other member of the Group;

(b) the appointment of or taking possession by a receiver, interim receiver, receiver and manager, (preliminary) insolvency receiver, liquidator, sequestrator, trustee or other custodian for all or a substantial part of the property of the Company or any other member of the Group;

(c) except as expressly permitted under the Super Senior Debt Documents, Pari Passu Debt Documents, Second Lien Debt Documents and Senior Subordinated Debt Documents, any liquidation, administration (or appointment of an administrator), dissolution, reorganization or winding up of the Company or any other member of the Group whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company or any other member of the Group,

in each case, that is not discharged, stayed or dismissed within 60 days of commencement.

“Unrestricted Subsidiary” has the meaning given to the term “Unrestricted Subsidiary” in the Senior Secured Facilities Agreements or any Equivalent Provision in any other Debt Document.

“Unsecured Arranger” means any arranger of a credit facility which creates or evidences the terms applicable to any Unsecured Liabilities which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Unsecured Convertible Noteholder” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Acceleration Event” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Automatic Block Event” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Creditors” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Discharge Date” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Documents” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Enforcement Notice” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Indenture” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Liabilities” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Payment Stop Event” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Convertible Notes Standstill Period” has the meaning given to that term in Clause 12.1 (Definitions).

“Unsecured Credit Participation” means, in relation to an Unsecured Noteholder and Unsecured Lender, the aggregate of:

(a) its Unsecured Facility Commitments, if any;

(b) the aggregate outstanding principal amount of the Unsecured Notes held by it, if any; and

(c) to the extent not falling within paragraph (a) above, the aggregate outstanding principal amount of any Unsecured Liabilities in respect of which it is the creditor, if any.

“Unsecured Creditor Documents” means:

(a) each Unsecured Notes Indenture;

(b) each Unsecured Facility Agreement and each other “Finance Document” or “Loan Document” (as the case may be) under and as defined therein; and

(c) each other document or instrument entered into between any member of the Group and an Unsecured Creditor setting out the terms of any credit facility, notes, indenture or debt security which creates or evidences any Unsecured Liabilities.

“Unsecured Creditors” means each Creditor Representative in relation to any Unsecured Noteholder or Unsecured Lender, each Unsecured Arranger, each Unsecured Noteholder and each Unsecured Lender.

“Unsecured Discharge Date” means the first date on which:

(a) all Unsecured Liabilities have been fully and finally discharged to the satisfaction (acting reasonably) of the Creditor Representative(s) for each of the Unsecured Lenders and the Unsecured Noteholders, including as a result of an enforcement; and

(b) the Unsecured Creditors are under no further obligation to provide financial accommodation to any of the Debtors under the Unsecured Creditor Documents.

“Unsecured Enforcement Notice” has the meaning given to it in paragraph (a)(ii) of Clause 9.13 (Permitted Enforcement: Unsecured Creditors).

“Unsecured Facility” means any credit facility made available to any member of the Group where any:

(a) agent of the lenders in respect of the credit facility becomes a Party as a Creditor Representative;

(b) arranger of the credit facility has become a party as an Unsecured Arranger; and

(c) lender in respect of the credit facility has become a Party as an Unsecured Lender,

in each case in respect of that credit facility and pursuant to Clause 28.20 (Accession of Creditors).

“Unsecured Facility Agreement” means any facility agreement setting out the terms of any credit facility which creates or evidences the terms applicable to any Unsecured Liabilities.

“Unsecured Facility Commitment” means any “Commitment” under and as defined in any Unsecured Facility Agreement.

“Unsecured Guarantees” means:

(a) the “Note Guarantees” or “Guarantees” as defined in the relevant Unsecured Notes Indenture or any guarantee provided by an Unsecured Guarantor under an Unsecured Notes Indenture or other Unsecured Creditor Document relating to an Unsecured Notes Indenture; and

(b) any guarantees provided by an Unsecured Guarantor under an Unsecured Facility Agreement or other Unsecured Creditor Document relating to an Unsecured Facility Agreement.

“Unsecured Guarantor” means each member of the Group that provides a guarantee in favour of any Unsecured Creditor in connection with any Unsecured Liabilities.

“Unsecured Lender” means each “Lender” under and as defined in each Unsecured Facility Agreement which becomes a Party pursuant to Clause 28.20 (Accession of Creditors).

“Unsecured Liabilities” means the Liabilities owed by members of the Group, Debtors and the Unsecured Guarantors to the Unsecured Creditors under or in connection with the Unsecured Creditor Documents.

“Unsecured Noteholder” means any holder from time to time of any Unsecured Notes.

“Unsecured Notes” means any unsecured notes issued or to be issued by a member of the Group under an Unsecured Notes Indenture and excluding, for the avoidance of doubt, the Unsecured Convertible Notes.

“Unsecured Notes Indenture” means any note indenture setting out the terms of any debt security which creates or evidences the terms applicable to any Unsecured Liabilities.

“Unsecured Notes Trustee” means any note trustee in respect of Unsecured Notes which has acceded to this Agreement as a Creditor Representative pursuant to Clause 28.20 (Accession of Creditors).

“Unsecured Payment Stop Event” means, at any time, an Event of Default under a Priority Creditor Debt Document that has occurred and is continuing.

“Unsecured Payment Stop Notice” has the meaning given to that term in paragraph (a) of Clause 9.5 (Issue of Unsecured Payment Stop Notice).

“Unsecured Standstill Period” means, in relation to Enforcement Action in respect of the Unsecured Liabilities, the period beginning on the date (the “Unsecured Standstill Start Date”) the Common Security Agent receives an Unsecured Enforcement Notice, and ending on the earliest to occur of:

(a) the date falling 179 days after the Unsecured Standstill Start Date;

(b) the date the Common Security Agent takes any Enforcement Action in respect of any person owing Unsecured Liabilities to the Unsecured Creditors provided that if an Unsecured Standstill Period ends pursuant to this paragraph (b), the Unsecured Creditors may only take the same Enforcement Action in relation to the relevant Unsecured Liabilities (and only against the same person) as the Enforcement Action taken by the Common Security Agent;

(c) the date of an Insolvency Event (other than an Insolvency Event directly caused by any action taken by or at the request or direction of an Unsecured Creditor) in respect of any person owing Unsecured Liabilities provided that if an Unsecured Standstill Period ends pursuant to this paragraph (c), the Unsecured Creditors may only take Enforcement Action against that person;

(d) the expiry of any other Unsecured Standstill Period outstanding at the date such first mentioned Unsecured Standstill Period commenced (unless that expiry occurs as a result of a cure, waiver or other permitted remedy);

(e) an Event of Default under an Unsecured Notes Indenture or an Unsecured Facility Agreement resulting from a failure to pay the principal amount of the relevant Unsecured Liabilities at their final maturity of the relevant Unsecured Liabilities (provided that such maturity date is no earlier than that established by contained in the relevant Unsecured Creditor Documents as of the first date of issuance or incurrence of any Unsecured Notes under that Unsecured Notes Indenture or the entering into of that Unsecured Facility Agreement); and

(f) the date on which the Required Primary Creditors give their consent to an early termination of the Unsecured Standstill Period.

“US” means the United States of America.

“US Bankruptcy Law” means the Bankruptcy Code and any other US federal or state bankruptcy, insolvency or similar law, including without limitation, any other liquidation, conservatorship, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, suspension of payments, reorganization or similar debtor relief laws of the US from time to time in effect and affecting the rights of creditors generally.

“US Insolvency or Liquidation Proceeding” means:

(a) any case commenced by or against any member of the Group under the Bankruptcy Code or any other US Bankruptcy Law, or any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any member of the Group, any receivership or assignment for the benefit of creditors relating to any member of the Group or any similar case or proceeding relative to any member of the Group or its creditors, as such, in each case whether or not voluntary, in each case arising under the laws of the US or any State thereof or the District of Columbia, provided that, in the case of any involuntary case or other proceeding, such case or other proceeding shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(b) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any member of the Group, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency, in each case to the extent not permitted under the Debt Documents, and arising under the laws of the US or any State thereof or the District of Columbia;

(c) any proceeding under the laws of the US or any State thereof or the District of Columbia seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to any member of the Group or any of its assets; or

(d) any other proceeding of any type or nature under the laws of the US or any State thereof or the District of Columbia in which substantially all claims of creditors of any member of the Group are determined and any payment or distribution is or may be made on account of such claims.

“VAT” means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

(i) any “Ancillary Lender”, “Arranger”, “Common Security Agent”, “Cash Management Facility Agent”, “Cash Management Facility Arranger”, “Cash Management Facility Creditor”, “Cash Management Facility Debtor”, “Cash Management Facility Guarantor”, “Cash Management Facility Lender”, “Creditor”, “Creditor Representative”, “Debtor”, “Hedge Counterparty”, “Independent Security Arranger”, “Independent Security Creditor”, “Independent Security Lender”, “Independent Security Noteholder” or

“Independent Security Notes Trustee” “Intra-Group Lender”, “Issuing Bank”, “Pari Passu Arranger”, “Pari Passu Cash Management Facility Creditor”, “Pari Passu Creditor”, “Pari Passu Debt Creditor”, “Pari Passu Hedge Counterparty”, “Pari Passu Lender”, “Pari Passu Noteholder”, “Pari Passu Notes Trustee”, “Party”, “Primary Creditor”, “Senior Secured Facilities Agent”, “Senior Secured Facilities Lender”, “Senior Secured Facilities Creditor”, “Second Lien Arranger”, “Second Lien Creditor”, “Second Lien Debt Creditor”, “Second Lien Noteholder”, “Second Lien Facility Lender” “Security Grantor”, “Senior Subordinated Arranger”, “Senior Subordinated Creditor”, “Senior Subordinated Debt Creditor”, “Senior Subordinated Noteholder”, “Senior Subordinated Facility Lender”, “Unsecured Convertible Notes Creditor”, “Subordinated Creditor”, “Super Senior Creditor”, “Super Senior Hedge Counterparty”, “Unsecured Arranger”, “Unsecured Creditor”, “Unsecured Lender”, “Unsecured Noteholder” or “Unsecured Notes Trustee” shall be construed to be a reference to it (or them) in its (or their) capacity as such and not in any other capacity;

(ii) any “Ancillary Lender”, “Arranger”, “Common Security Agent”, “Creditor”, “Creditor Representative”, “Debtor”, “Hedge Counterparty”, “Issuing Bank”, “Party”, “Security Grantor”, “Senior Secured Revolving Facilities Agent”, “Senior Secured Term Facilities Agent”, “Subordinated Creditor”, “Unsecured Convertible Notes Creditor” or any other person shall be construed so as to include its successors in title and the permitted assignees and permitted transferees of its rights and/or obligations under the Debt Documents and, in the case of the Common Security Agent, any person for the time being appointed as the Common Security Agent in accordance with this Agreement;

(iii) an “amount” includes an amount of cash and an amount of Non-Cash Consideration;

(iv) “assets” includes present and future properties, revenues and rights of every description;

(v) a “Debt Document” or any other agreement or instrument is (other than a reference to a “Debt Document” or any other agreement or instrument in “original form”) a reference to that Debt Document, or other agreement or instrument, as amended, novated, supplemented, extended or restated as permitted by this Agreement;

(vi) “enforcing” (or any derivation) the Transaction Security includes:

(A) the appointment of an administrator (or any analogous officer in any jurisdiction) of a Debtor or a Security Grantor by the Common Security Agent;

(B) the making of a demand under paragraph (a) of Clause 26.4 (Parallel Debt (Covenant to Pay the Common Security Agent)) by the Common Security Agent;

(vii) a “group of Creditors” includes all the Creditors, a “group of Primary Creditors” includes all the Primary Creditors and a “group of Priority Creditors” includes all the Priority Creditors;

(viii) “including” means including without limitation and shall not be construed as being by way of example or emphasis only and shall not be construed, nor take effect, as limiting the generality of any preceding word(s) and “includes”, “include” and “included” shall be construed accordingly; and

(ix) “indebtedness” includes any obligation (whether incurred as principal, guarantor, surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent;

(x) the “original form” of a “Debt Document” or any other agreement or instrument is a reference to that Debt Document, agreement or instrument as originally entered into;

(xi) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xii) “proceeds” of a Distressed Disposal or of a Debt Disposal includes proceeds in cash and in Non-Cash Consideration;

(xiii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law which are binding or customarily complied with) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation; and

(xiv) a provision of law is a reference to that provision as amended or re-enacted.

(b) Section, Clause and Schedule headings are for ease of reference only.

(c) A Default, an Event of Default, a Second Lien Automatic Block Event, a Senior Subordinated Automatic Block Event, an Unsecured Convertible Notes Automatic Block Event, a Second Lien Payment Stop Event, a Senior Subordinated Payment Stop Event or an Unsecured Convertible Notes Payment Stop Event is “continuing” if it has not been remedied or waived.

(d) The determination that:

(i) a Second Lien Payment Stop Notice is “outstanding” is to be made by reference to the provisions of Clause 6.4 (Issue of Second Lien Payment Stop Notice);

(ii) a Senior Subordinated Payment Stop Notice is “outstanding” is to be made by reference to the provisions of Clause 8.5 (Issue of Senior Subordinated Payment Stop Notice);

(iii) an Unsecured Payment Stop Notice is “outstanding” is to be made by reference to the provisions of Clause 9.5 (Issue of Unsecured Payment Stop Notice);

(iv) an Independent Security Payment Stop Notice is “outstanding” is to be made by reference to the provisions of Clause 10.5 (Issue of Independent Security Payment Stop Notice); and

(v) an Unsecured Convertible Notes Payment Stop Notice is “outstanding” is to be made by reference to the provisions of Clause 12.8 (Issue of Unsecured Convertible Notes Payment Stop Notice).

(e) In determining whether any Liabilities have been fully and finally discharged, the relevant Creditor Representative (and, if applicable, the Common Security Agent) will disregard contingent liabilities (such as the risk of claw back flowing from a preference) except to the extent the relevant Creditor Representative (or, if applicable, the Common Security Agent) reasonably believes (after taking such legal advice as it considers

appropriate) that there is a reasonable likelihood that those liabilities will become actual liabilities.

(f) A reference to any matter or circumstance being “permitted” under another Debt Document is to be construed as a reference to that matter or circumstance not being prohibited under that Debt Document.

(g) If the terms of any Debt Document:

(i) stipulate that the relevant Creditor Representative or Creditor(s) must (which is to say the relevant Creditor Representative or Creditor(s) have no discretion to refuse) provide approval (or deem approval to have been provided) for a particular matter, step or action;

(ii) do not require the relevant Creditor Representative or Creditor(s) to provide approval for a particular matter, step or action; or

(iii) do not seek to regulate a particular matter, step or action (which shall be the case if the relevant matter, step or action is not the subject of an express requirement or restriction in that Debt Document),

for the purpose of this Agreement that matter, step or action shall not be prohibited by the terms of that Debt Document.

(h) Any requirement that a Consent be given under this Agreement means that such Consent is to be given in writing, which for the purposes of this Agreement will be deemed to include any instructions, waivers or Consents provided through any applicable clearance system in accordance with the terms of the relevant Debt Document.

(i) If a defined term used in this Agreement is defined for the purposes of this Agreement by reference to another document, instrument or agreement and that document, instrument or agreement does not then exist, or such defined term is not defined in that document, instrument or agreement, then any references to that defined term in this Agreement shall be ignored until such document, instrument or agreement exists and/or such term is defined.

(j) Where a defined term in Clause 1.1 (Definitions) of this Agreement is expressed to have the meaning given to a term in another Debt Document, such Debt Document shall (to the extent that there is a corresponding or equivalent concept therein) be deemed to define that term for the purposes of that Debt Document in the same manner as contemplated by Clause 1.1 (Definitions) of this Agreement.

(k) For the purposes of this Agreement, until the Senior Secured Facilities Discharge Date the terms “Agreed Security Principles”, “Legal Reservations”, “Perfection Requirements”, “Excess Cash Flow”, “Material Adverse Effect” and “Indebtedness” have the respective meanings given to them in each of the Senior Secured Revolving Facilities Agreement and the Senior Secured Term Facilities Agreement until the Senior Secured Facilities Discharge Date; thereafter, each such term shall be construed to refer to:

(i) any Equivalent Provision in any Super Senior Facility Agreement entered into in respect of which the relevant Super Senior Debt Liabilities have not been fully and finally discharged to the satisfaction of the relevant Creditor Representative, whether or not as the result of an enforcement, and/or the Super Senior Creditors are under a further obligation to provide financial accommodation to any of the Debtors under the relevant Super Senior Debt

Documents (provided that if there is more than one Super Senior Facility Agreement in place at any time, the Equivalent Provision in the first Super Senior Facility Agreement which was entered into shall take precedence); or

(ii) after the Super Senior Discharge Date, any Equivalent Provision in any Pari Passu Facility Agreement entered into in respect of which the relevant Pari Passu Debt Liabilities have not been fully and finally discharged to the satisfaction of the relevant Creditor Representative, whether or not as the result of an enforcement, and/or the Pari Passu Creditors are under a further obligation to provide financial accommodation to any of the Debtors under the relevant Pari Passu Debt Documents (provided that if there is more than one Pari Passu Facility Agreement in place at any time, the Equivalent Provision in the first Pari Passu Facility Agreement which was entered into shall take precedence); or

(iii) after the Pari Passu Discharge Date, any Equivalent Provision in any Second Lien Facility Agreement entered into in respect of which the relevant Second Lien Debt Liabilities have not been fully and finally discharged to the satisfaction of the relevant Creditor Representative, whether or not as the result of an enforcement, and/or the Second Lien Debt Creditors are under a further obligation to provide financial accommodation to any of the Debtors under the relevant Second Lien Debt Documents (provided that if there is more than one Second Lien Facility Agreement in place at any time, the Equivalent Provision in the first Second Lien Facility Agreement which was entered into shall take precedence); or

(iv) after the Second Lien Discharge Date, any Equivalent Provision in any Senior Subordinated Facility Agreement entered into in respect of which the relevant Senior Subordinated Liabilities have not been fully and finally discharged to the satisfaction of the relevant Creditor Representative, whether or not as the result of an enforcement, and/or the Senior Subordinated Debt Creditors are under a further obligation to provide financial accommodation to any of the Debtors under the relevant Senior Subordinated Debt Documents (provided that if there is more than one Senior Subordinated Facility Agreement in place at any time, the Equivalent Provision in the first Senior Subordinated Facility Agreement which was entered into shall take precedence).

(l) A Pari Passu Lender, Pari Passu Noteholder, Second Lien Facility Lender, Second Lien Noteholder, Senior Subordinated Facility Lender or Senior Subordinated Noteholder providing “cash cover” for a Letter of Credit means either:

(i) a Pari Passu Lender, Pari Passu Noteholder, Second Lien Facility Lender, Second Lien Noteholder, Senior Subordinated Facility Lender or Senior Subordinated Noteholder (as applicable) paying an amount in the currency of the Letter of Credit to an interest-bearing account in the name of the Pari Passu Lender, Pari Passu Noteholder, Second Lien Facility Lender, Second Lien Noteholder, Senior Subordinated Facility Lender or Senior Subordinated Noteholder (as applicable) and the following conditions being met:

(A) the account is with the Issuing Bank;

(B) until no amount is or may be outstanding under that Letter of Credit withdrawals from the account may only be made to pay an Issuing Bank amounts due and payable to it in respect of that Letter of Credit; and

(C) the Pari Passu Lender, Pari Passu Noteholder, Second Lien Facility Lender, Second Lien Noteholder, Senior Subordinated Facility Lender or Senior Subordinated Noteholder (as applicable) has executed a security document over the account, in form and substance reasonably satisfactory to the Issuing Bank with which that account is held, creating a first ranking security interest over that account; or

(ii) a Pari Passu Lender, Pari Passu Noteholder, Second Lien Facility Lender, Second Lien Noteholder, Senior Subordinated Facility Lender or Senior Subordinated Noteholder (as applicable) entering into such other mutually satisfactory arrangements as they may agree from time to time with any relevant Issuing Bank.

(m) References to a Creditor Representative acting on behalf of the Super Senior Lenders for which it is the Creditor Representative means such Creditor Representative acting on behalf of the Super Senior Lenders for which it is the Creditor Representative with the consent of the proportion of such Super Senior Lenders required under and in accordance with the applicable Super Senior Facility Agreement (provided that if the relevant Super Senior Facility Agreement do not specify a voting threshold for a particular matter, the threshold will be a simple majority of the outstanding principal amount under those Super Senior Facility Agreements (excluding any Super Senior Liabilities beneficially owned by a member of the Group)). Where any applicable Super Senior Facility Agreement requires the Consent of the Super Senior Lenders (or any group of Super Senior Lenders or a single Super Senior Lender) in respect of any action to be taken by their Creditor Representative under this Agreement that Creditor Representative will be entitled to seek instructions from those Super Senior Lenders, that group of Super Senior Lenders or that single Super Senior Lender.

(n) References to a Creditor Representative acting on behalf of the Pari Passu Debt Creditors for which it is the Creditor Representative means such Creditor Representative acting on behalf of the Pari Passu Debt Creditors for which it is the Creditor Representative with the consent of the proportion of such Pari Passu Debt Creditors required under and in accordance with the applicable Pari Passu Debt Documents (provided that if the relevant Pari Passu Debt Documents do not specify a voting threshold for a particular matter, the threshold will be a simple majority of the outstanding principal amount under those Pari Passu Debt Documents (excluding any Pari Passu Liabilities beneficially owned by a member of the Group)). Where any applicable Pari Passu Debt Document requires the Consent of the Pari Passu Debt Creditors (or any group of Pari Passu Debt Creditors or a single Pari Passu Debt Creditor) in respect of any action to be taken by their Creditor Representative under this Agreement that Creditor Representative will be entitled to seek instructions from those Pari Passu Debt Creditors, that group of Pari Passu Debt Creditors or that single Pari Passu Debt Creditor.

(o) References to a Creditor Representative acting on behalf of the Unsecured Creditors for which it is the Creditor Representative means such Creditor Representative acting on behalf of the Unsecured Creditors for which it is the Creditor Representative with the consent of the proportion of such Unsecured Creditors required under and in accordance with the applicable Unsecured Creditor Documents (provided that if the relevant Unsecured Creditor Documents do not specify a voting threshold for a particular matter, the threshold will be a simple majority of the outstanding principal amount under those Unsecured Creditor Documents (excluding any Unsecured Liabilities beneficially owned by a member of the Group)). Where any applicable Unsecured Creditor Document requires the Consent of the Unsecured Creditors (or any group of Unsecured Creditors or a single Unsecured Creditor) in respect of any action

to be taken by their Creditor Representative under this Agreement, that Creditor Representative will be entitled to seek instructions from those Unsecured Creditors, that group of Unsecured Creditors or that single Unsecured Creditor.

(p) References to a Creditor Representative acting on behalf of the Second Lien Debt Creditors for which it is the Creditor Representative means such Creditor Representative acting on behalf of the Second Lien Debt Creditors for which it is the Creditor Representative with the consent of the proportion of such Second Lien Debt Creditors required under and in accordance with the applicable Second Lien Debt Documents (provided that if the relevant Second Lien Debt Documents do not specify a voting threshold for a particular matter, the threshold will be a simple majority of the outstanding principal amount under those Second Lien Debt Documents (excluding any Second Lien Debt Liabilities beneficially owned a member of the Group)). Where any applicable Second Lien Debt Document requires the Consent of the Second Lien Debt Creditors (or any group of Second Lien Debt Creditors or a single Second Lien Debt Creditor) in respect of any action to be taken by their Creditor Representative under this Agreement that Creditor Representative will be entitled to seek instructions from those Second Lien Debt Creditors, that group of Second Lien Debt Creditors or that single Second Lien Debt Creditor.

(q) References to a Creditor Representative acting on behalf of the Senior Subordinated Debt Creditors for which it is the Creditor Representative means such Creditor Representative acting on behalf of the Senior Subordinated Debt Creditors for which it is the Creditor Representative with the consent of the proportion of such Senior Subordinated Debt Creditors required under and in accordance with the applicable Senior Subordinated Debt Documents (provided that if the relevant Senior Subordinated Debt Documents do not specify a voting threshold for a particular matter, the threshold will be a simple majority of the outstanding principal amount under those Senior Subordinated Debt Documents (excluding any Senior Subordinated Liabilities beneficially owned by a member of the Group)). Where any applicable Senior Subordinated Debt Document requires the Consent of the Senior Subordinated Debt Creditors (or any group of Senior Subordinated Debt Creditors or a single Senior Subordinated Debt Creditor) in respect of any action to be taken by their Creditor Representative under this Agreement that Creditor Representative will be entitled to seek instructions from those Senior Subordinated Debt Creditors, that group of Senior Subordinated Debt Creditors or that single Senior Subordinated Debt Creditor.

(r) References to a Creditor Representative acting on behalf of the Independent Security Creditors for which it is the Creditor Representative means such Creditor Representative acting on behalf of the Independent Security Creditors for which it is the Creditor Representative with the consent of the proportion of such Independent Security Creditors required under and in accordance with the applicable Independent Security Creditor Documents (provided that if the relevant Unsecured Creditor Documents do not specify a voting threshold for a particular matter, the threshold will be a simple majority of the outstanding principal amount under those Independent Security Creditor Documents (excluding any Independent Security Creditor Liabilities beneficially owned by a member of the Group)). Where any applicable Independent Security Creditor Document requires the Consent of the Independent Security Creditors (or any group of Independent Security Creditors or a single Independent Security Creditor) in respect of any action to be taken by their Creditor Representative under this Agreement, that Creditor Representative will be entitled to seek instructions from those Independent Security Creditors, that group of Independent Security Creditors or that single Independent Security Creditor.

(s) References to a Creditor Representative acting on behalf of the Unsecured Convertible Notes Creditors for which it is the Creditor Representative means such Creditor Representative acting on behalf of the Unsecured Convertible Notes Creditors for which it is the Creditor Representative with the consent of the proportion of such Unsecured Convertible Notes Creditors required under and in accordance with the applicable Unsecured Convertible Notes Documents (provided that if the relevant Unsecured Convertible Notes Documents do not specify a voting threshold for a particular matter, the threshold will be a simple majority of the outstanding principal amount under those Unsecured Convertible Notes Documents (excluding any Unsecured Convertible Notes Liabilities beneficially owned by a member of the Group)). Where any applicable Unsecured Convertible Notes Documents requires the Consent of the Unsecured Convertible Notes Creditors (or any group of Unsecured Convertible Notes Creditors or a single Unsecured Convertible Notes Creditor) in respect of any action to be taken by their Creditor Representative under this Agreement, that Creditor Representative will be entitled to seek instructions from those Unsecured Convertible Notes Creditors, that group of Unsecured Convertible Notes Creditors or that single Unsecured Convertible Notes Creditor.

(t) References to a Creditor Representative acting on behalf of the Subordinated Creditors for which it is the Creditor Representative means such Creditor Representative acting on behalf of the Subordinated Creditors for which it is the Creditor Representative with the consent of the proportion of such Subordinated Creditors required under and in accordance with the applicable Subordinated Debt Documents (provided that if the relevant Subordinated Debt Documents do not specify a voting threshold for a particular matter, the threshold will be a simple majority of the outstanding principal amount under those Subordinated Debt Documents (excluding any Subordinated Liabilities beneficially owned by a member of the Group)). Where any applicable Subordinated Debt Documents requires the Consent of the Subordinated Creditors (or any group of Subordinated Creditors or a single Subordinated Creditor) in respect of any action to be taken by their Creditor Representative under this Agreement, that Creditor Representative will be entitled to seek instructions from those Subordinated Creditors, that group of Subordinated Creditors or that single Subordinated Creditor.

(u) Each party to this Agreement intends it to take effect as a deed (even though a party may only execute this Agreement under hand).

(v) Any reference within this Agreement to the Senior Secured Facilities Agent or the Common Security Agent providing “approval” or “consent” or making a “request” or imposing a “requirement”, or to an item or a person being “acceptable to”, “satisfactory to”, “to the satisfaction of” or “approved by” the Senior Secured Facilities Agent or the Common Security Agent (as applicable) are to be construed, unless otherwise specified, as references to the Senior Secured Facilities Agent or the Common Security Agent (as applicable) taking such action or refraining from acting on, the instructions of the relevant Instructing Group, applicable Required Pari Passu Creditors, Required Second Lien Creditors, Required Primary Creditors or Required Unsecured Creditors and reference in this Agreement to (i) the Senior Secured Facilities Agent or the Common Security Agent (as applicable) “acting reasonably”, (ii) a matter being in the “reasonable opinion” of the Senior Secured Facilities Agent or the Common Security Agent (as applicable), (iii) Senior Secured Facilities Agent’s or the Common Security Agent’s (as applicable) approval or consent “not being unreasonably withheld or delayed” or (iv) any document, report, confirmation or evidence being required to be “reasonably satisfactory” to Senior Secured Facilities Agent or the Common Security Agent (as applicable), are to be construed, unless otherwise specified in this Agreement or such other relevant Debt Document, as the Senior Secured Facilities Agent or the Common Security Agent (as applicable) acting

on the instructions of the relevant Instructing Group, applicable Required Pari Passu Creditors, Required Second Lien Creditors, Required Primary Creditors or Required Unsecured Creditors. Where the Senior Secured Facilities Agent or the Common Security Agent (as applicable) is obliged to consult under the terms of this Agreement, unless otherwise specified, the relevant Instructing Group, applicable Required Pari Passu Creditors, Required Second Lien Creditors, Required Primary Creditors or Required Unsecured Creditors must instruct the Senior Secured Facilities Agent or the Common Security Agent to consult in accordance with the terms of this Agreement and the Senior Secured Facilities Agent or the Common Security Agent must carry out that consultation in accordance with the instructions it receives from the relevant Instructing Group, applicable Required Pari Passu Creditors, Required Second Lien Creditors, Required Primary Creditors or Required Unsecured Creditors.

(w) Any reference in this Agreement to a Debtor or member of the Group being permitted to make any Payment or take any other action shall include a reference to that Debtor or member of the Group being permitted to make any arrangement in respect of that Payment or action or take any step, make any payment or enter into any transaction to facilitate or fund the making of that Payment or the taking of that action.

(x) Notwithstanding anything to the contrary, where any provision of this Agreement refers to or otherwise contemplates any consent, approval, release, waiver, agreement, notification or other step or action (each an “Action”) which may be required from or by any person:

(i) which is not a Party at such time;

(ii) in respect of any agreement which is not in existence at such time;

(iii) in respect of any indebtedness which has not been committed or incurred (or an agreement in relation thereto) at such time; or

(iv) in respect of Liabilities or Creditors (or other persons) for which the relevant discharge date has occurred at or prior to such time or concurrently with any Action coming into effect,

unless otherwise agreed or specified by the Parent, that consent, approval, release, waiver, agreement, notification or other step or action shall not be required (or be required from any person that is a party thereto) and no such provision shall, or shall be construed so as to, in any way prohibit or restrict the rights or actions of any member of the Group. Further, for the avoidance of doubt, no references to any agreement which is not in existence (or under which debt obligations have not been actually incurred by a member of the Group) shall, or shall be construed so as to, in any way prohibit or restrict the rights or actions of any member of the Group (and no consent, approval, release, waiver, agreement, notification or other step or action shall be required from any party thereto).

(y) Where any consent is required under this Agreement from:

(i) a Senior Secured Facilities Lender or Senior Secured Facilities Creditor where such consent is required after the Senior Secured Facilities Discharge Date or before any person in such capacity has acceded to this Agreement;

(ii) a Super Senior Hedge Counterparty that is owed Super Senior Hedging Liabilities where such consent is required after the Super Senior Discharge Date or before any person in such capacity has acceded to this Agreement;

(iii) a Super Senior Lender where such consent is required after the Super Senior Debt Discharge Date or before any person in such capacity has acceded to this Agreement;

(iv) a Hedge Counterparty that is owed Pari Passu Hedging Liabilities where such consent is required after the Pari Passu Discharge Date or before any person in such capacity has acceded to this Agreement;

(v) a Pari Passu Noteholder (or any Creditor Representative on its behalf) where such consent is required after the Pari Passu Discharge Date or before any person in such capacity has acceded to this Agreement;

(vi) a Pari Passu Lender (except for a Senior Secured Facilities Lender) where such consent is required after the Pari Passu Discharge Date or before any person in such capacity has acceded to this Agreement;

(vii) a Second Lien Facility Lender where such consent is required after the Second Lien Discharge Date or before any person in such capacity has acceded to this Agreement;

(viii) a Second Lien Noteholder (or any Creditor Representative on its behalf) where such consent is required after the Second Lien Discharge Date or before any person in such capacity has acceded to this Agreement;

(ix) a Hedge Counterparty that is owed Second Lien Hedging Liabilities where such consent is required after the Second Lien Discharge Date or before any person in such capacity has acceded to this Agreement;

(x) a Senior Subordinated Facility Lender where such consent is required after the Senior Subordinated Discharge Date or before any person in such capacity has acceded to this Agreement;

(xi) a Senior Subordinated Noteholder (or any Creditor Representative on its behalf) where such consent is required after the Senior Subordinated Discharge Date or before any person in such capacity has acceded to this Agreement;

(xii) a Hedge Counterparty that is owed Senior Subordinated Hedging Liabilities where such consent is required after the Senior Subordinated Discharge Date or before any person in such capacity has acceded to this Agreement;

(xiii) an Independent Security Lender where such consent is required after the Independent Security Discharge Date or before any person in such capacity has acceded to this Agreement;

(xiv) an Independent Security Noteholder (or any Creditor Representative on its behalf) where such consent is required after the Independent Security Discharge Date or before any person in such capacity has acceded to this Agreement;

(xv) an Unsecured Lender where such consent is required after the Unsecured Discharge Date or before any person in such capacity has acceded to this Agreement; or

(xvi) an Unsecured Noteholder (or a Creditor Representative on its behalf) where such consent is required after the Unsecured Discharge Date or before any person in such capacity has acceded to this Agreement,

such consent requirement will not apply.

(z) Until the relevant proceeds are released from such escrow, the provisions of this Agreement shall not apply to or create any restriction in respect of any escrow arrangement to which the proceeds of any Pari Passu Notes, Second Lien Notes, Unsecured Notes and/or Independent Security Notes are subject and this Agreement shall not govern the rights and obligations of the Pari Passu Noteholders, Second Lien Noteholders, Unsecured Noteholders or, as the case may be, Independent Security Noteholders concerned until such proceeds are released from such escrow arrangement in accordance with its terms.

(aa) Any references to terms that are defined in any Debt Document (the “Defined Term”) shall include not only the definition but also terms or mechanics pursuant to which such Defined Term is interpreted under such Debt Document.

(bb) Notwithstanding anything to the contrary in this Agreement or any other Debt Document, nothing in this Agreement or any Debt Document shall prohibit a non‑cash contribution of any asset (including, without limitation, any participation, claim, rights and/or benefits in respect of any Liabilities and/or any other indebtedness borrowed or issued by any member of the Group from time to time) by a person that is not a member of the Group to the Parent provided that, to the extent such transaction results in any indebtedness being outstanding from the Parent, such indebtedness is permitted to be outstanding pursuant to the terms of the Debt Documents.

(cc) In determining whether any indebtedness or payment (including, without limitation, any Permitted Payment) is prohibited by the terms of any Debt Document or to the extent any amendment or waiver is sought for or to permit any step or other action, the terms of any Debt Document which:

(i) relate to any Liabilities which are to be refinanced or otherwise replaced substantially simultaneously with the incurrence of such indebtedness or the making of such payment or that will be refinanced or otherwise replaced substantially simultaneously with such step or action for which such amendment or waiver is sought; or

(ii) will not exist or will cease to be in effect substantially simultaneously with the incurrence of such indebtedness or the making of such payment by a member of the Group or substantially simultaneously with the taking effect of such amendment or waiver,

shall not be taken into account (including for the purposes of any vote or consent of any class (including an Instructing Group) for the purposes of any Debt Document in respect of any such amendment or waiver).

(dd) To the extent any step or action is expressly permitted under this Agreement (or expressly permitted subject to the consent of specified Parties under this Agreement) (excluding, for the avoidance of doubt, any step or action not expressly permitted but deemed permitted pursuant to paragraph (f) above), the Parties hereto agree that such step or action will be permitted under the other Debt Documents (or permitted thereunder subject to the consent of such specified Parties) and if there is any conflict between the terms of, or the requirement for any conditions in, this Agreement and any other Debt Document, the terms of, or the requirement for any conditions in, this Agreement will prevail (save to the extent that to do so would result in or have the effect of any member of the Group contravening any applicable law or regulation, or present a material risk of liability for any member of the Group and/or its directors or officers, or give rise to a material risk of breach of fiduciary or statutory duties), in each case notwithstanding any restriction or prohibition to the contrary, any provision expressed or purported to override any provision of this Agreement or the requirement

to fulfil any additional conditions, in each case, in any other Debt Document; provided that, notwithstanding the foregoing, for the purposes of this paragraph (dd), this Agreement does not purport to expressly permit:

(i) the incurrence of any classes of debt, merely by providing governance for the claims of creditors of such classes of debt; or

(ii) the making of otherwise restricted payments in respect of any class of debt, merely by controlling under which conditions such restricted payments may be permitted.

(ee) References to any Creditors (or any class, group or percentage of any Creditors (including, for the avoidance of doubt, unanimity)) giving any Consent under this Agreement means (in each case) doing so acting through the applicable Creditor Representative, if any, or, as applicable, the Common Security Agent.

(ff) Where any defined term in this Agreement refers to the definitions of such term in another document which is to be entered into after the date of this Agreement (any such other document, a “Future Document”) and such Future Document does not contain such definition, the relevant defined term in this Agreement shall be defined by reference to the equivalent term used in the Future Document and if no such equivalent term is used, shall be ignored for the purposes of this Agreement.

(gg) Any reference to any requirement for any person to accede to this Agreement shall be construed as a reference to such person executing and delivering to the Common Security Agent a Debtor/Security Grantor Accession Deed or (as the case may be) a Creditor/Creditor Representative Accession Undertaking, provided that in connection with any accession of any Pari Passu Notes Trustee, Second Lien Notes Trustee, Unsecured Notes Trustee or Independent Security Notes Trustee (as the case may be), the Common Security Agent is authorised to make such changes to the terms of this Agreement relating to the rights and duties of any Pari Passu Notes Trustee, Second Lien Notes Trustee, Unsecured Notes Trustee or Independent Security Notes Trustee (as the case may be) and any other Party as are jointly required by such Pari Passu Notes Trustee, Second Lien Notes Trustee, Unsecured Notes Trustee or Independent Security Notes Trustee (as the case may be) and the Parent without the consent of any other Party, in each case provided that such changes would not be materially prejudicial to the interests of the other applicable Parties and that the Common Security Agent will agree to such changes upon having obtained instructions in accordance with paragraph (b) of Clause 26.5 (Instructions).

(hh) Subject to (i) Clause 2.7 (Anti-Layering – Pari Passu) (or any Equivalent Provision in any Debt Document) and (ii) any restrictions on the incurrence of subordinated indebtedness in any Debt Document, nothing in this Agreement shall restrict the Parent, any Party, any member of the Group (or, in each case, any Holding Company or Affiliate thereof), and the Creditors (or any of them) agreeing the ranking of their respective claims and any other intercreditor arrangements among themselves in documentation separate to this Agreement and entered into solely between such parties (or on their behalf by a Creditor Representative).

(ii) If the Liabilities under any Senior Secured Facilities Agreement are refinanced and replaced completely under another Pari Passu Facility Agreement and this Agreement continues in full force and effect, then all references to the Senior Secured Facilities Agreements in this Agreement shall be construed to include references to such replacement Pari Passu Facility Agreement or an Equivalent Provision. Notwithstanding the foregoing, this paragraph (gg) shall not apply to any references to the Senior Secured Facilities Agreements that are expressly referred to in this

Agreement to be as of the date of the Senior Secured Facilities Agreements or as of the date of this Agreement or expressly refer to the Senior Secured Facilities Agreements in their original form, provided that any restrictions on entering into transaction or making payments will cease to apply to the extent that such restrictions are not included in the replacement Pari Passu Facility Agreement.

(jj) As at the date of this Agreement, there are no Super Senior Liabilities. Any provisions relating to Super Senior Liabilities and the rights of any Super Senior Creditors will only apply following the relevant designation in accordance with Clause 28.20 (Accession of Creditors) for so long as such designated Super Senior Liabilities remain outstanding as Super Senior Liabilities.

(kk) As at the date of this Agreement, there are no Independent Security Creditor Liabilities. Any provisions relating to Independent Security Creditor Liabilities and the rights of any Independent Security Creditors will only apply following the relevant designation in accordance with Clause 28.20 (Accession of Creditors) for so long as such designated Independent Security Creditor Liabilities remain outstanding as Independent Security Creditor Liabilities.

(ll) The right or requirement of any Party to take or not take any action on or following the occurrence of an Insolvency Event shall cease to apply if the relevant Event of Default in respect of that Insolvency Event is no longer continuing (unless an Acceleration Event has occurred and is continuing and without prejudice to any action taken or not taken in accordance with the terms of this Agreement while that Event of Default was continuing), provided that this Clause 1.2(ll) shall not apply to a Hedge Counterparty’s termination rights under paragraph (c) of Clause 5.9 (Permitted Enforcement: Hedge Counterparties).

(mm) With regard to the Parallel Debt and any German Security Documents, any transfer made under this Agreement by way of English law novation shall be construed under German law as a transfer and assignment by way of assumption of contract (Vertragsübernahme) and shall not entail under German law a Schuldumschaffung of (or have the effect of a Schuldumschaffung on) the Parallel Debt.

(nn) Prior to the Pari Passu Discharge Date, notwithstanding anything herein to the contrary, in no event may any Super Senior Facility or any Independent Security Facility be incurred unless it is expressly permitted:

(i) for so long as the Senior Secured Term Facilities are outstanding, under the Senior Secured Term Facilities Agreement or with the prior consent of the Required TLB Lenders; and

(ii) for so long as the Senior Secured Revolving Facilities are outstanding, under the Senior Secured Revolving Facilities Agreement or with the prior consent of the Required RCF Lenders.

1.3 Third Party Rights

(a) Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

(b) Notwithstanding any term of this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c) Any Receiver, Delegate or any other person described in paragraph (b) of Clause 26.13 (Exclusion of Liability) may, subject to this Clause 1.3 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

(d) The Third Parties Act shall apply to this Agreement in respect of any Pari Passu Noteholder, Unsecured Noteholder, Second Lien Noteholder, Senior Subordinated Noteholder, Independent Security Noteholder, Unsecured Convertible Noteholder (to the extent that the relevant Unsecured Convertible Notes have a Creditor Representative) or Subordinated Creditor (to the extent that the relevant Subordinated Liabilities have a Creditor Representative). For the purposes of paragraph (b) above and this paragraph (d), upon any person becoming a Pari Passu Noteholder, an Unsecured Noteholder, a Second Lien Noteholder, a Senior Subordinated Noteholder, an Independent Security Noteholder, an Unsecured Convertible Noteholder (to the extent that the relevant Unsecured Convertible Notes have a Creditor Representative) or a Subordinated Creditor (to the extent that the relevant Subordinated Liabilities have a Creditor Representative), such person shall be deemed to be a Party and shall be bound by the provisions of this Agreement and be deemed to receive the benefits of this Agreement, and be subject to the terms and conditions hereof, as if such person were a Party hereto.

(e) The Third Parties Act shall apply to this Agreement in respect of any Senior Secured Term Facilities Lender which, by providing or participating in a loan under the Senior Secured Term Facilities Agreement, has agreed to be bound by the provisions of this Agreement. For the purposes of the preceding sentence, upon any person becoming a Senior Secured Term Facilities Lender under the Senior Secured Term Facilities Agreement, such person shall be deemed to be a Party and shall be bound by the provisions of this Agreement and be deemed to receive the benefits of this Agreement, and be subject to the terms and conditions hereof, as if such person were a Party hereto.

1.4 Exchange Rates

In ascertaining the Majority Pari Passu Creditors, Majority Pari Passu Lenders, Majority Second Lien Creditors, Majority Senior Secured Revolving Facilities Lenders, Majority Senior Subordinated Creditors, Majority Super Senior Creditors or whether any given percentage of the Commitments or Credit Participation has been obtained to approve any request for a consent, waiver, amendment or other vote under the Debt Documents or for the purposes of taking any step, decision, direction or exercise of discretion which is calculated by reference to drawn amounts or Commitments not denominated in the Common Currency (“Non-Common Currency Commitments”) such Non-Common Currency Commitments shall be deemed to be converted into the Common Currency at:

(a) in the case of any Pari Passu Facility Commitments under the Senior Secured Revolving Facilities Documents, at an exchange rate of SEK10.25830:USD1.00; and

(b) in the case of any other Non-Common Currency Commitments, the rate for the conversion of the Common Currency into the relevant currency of the Non-Common Currency Commitment which the Parent (acting reasonably and in good faith) has used and has notified to the Agent for the purposes of calculating the incurrence of such indebtedness or if the Parent has not notified the Agent of such conversion rate, the Spot Rate of Exchange on the date on which that indebtedness was incurred, or if earlier, the date the aggregate amount of the Non-Common Currency Commitment of the Indebtedness was determined.

1.5 German Terms

In this Agreement, where it relates to a person or entity incorporated or established under the laws of, or having its centre of main interest (as that term is used in Article 3(1) of Regulation (EU) 2015/848 on insolvency proceedings (recast)) in, Germany (“German Entity”), a reference to:

(a) a person being unable to pay its debts means that person being in a state of illiquidity (Zahlungsunfähigkeit) under section 17 of the German Insolvency Code (Insolvenzordnung) and a person being presumed to be insolvent by applicable law includes that person being over-indebted (überschuldet) under section 19 of the German Insolvency Code (Insolvenzordnung);

(b) a liquidator, trustee in bankruptcy, compulsory manager, receiver or administrator includes an “Insolvenzverwalter”, a “vorläufiger Insolvenzverwalter” or a “Sachwalter”;

(c) winding up, administration or dissolution includes insolvency proceedings (Insolvenzverfahren);

(d) a bankruptcy, insolvency, administration, (general) composition, compromise, moratorium, restructuring, reorganisation or the like includes, without limitation, an Insolvenzverfahren within the meaning of the German Insolvency Code (Insolvenzordnung) and any situation where a German Entity is illiquid (zahlungsunfähig) within the meaning of section 17 of the German Insolvency Code (Insolvenzordnung) or over-indebted (überschuldet) within the meaning of section 19 of the German Insolvency Code (Insolvenzordnung);

(e) a winding-up, dissolution or the like includes, without limitation, a liquidation (Auflösung) within the meaning of the German Stock Corporation Act (Aktiengesetz) or the German Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung);

(f) an attachment, sequestration or execution or the like includes, without limitation, attachment (Pfändung) or execution (Vollstreckung) within the meaning of the German Code of Civil Procedure (Zivilprozessordnung);

(g) in relation to any security rights or security assets governed by German law “trust”, “trustee” or “on trust” shall be construed as “Treuhand”, “Treuhänder” or “treuhänderisch”;

(h) “by-laws” or “constitutional documents” includes reference to articles of association (Satzung) or partnership agreement (Gesellschaftsvertrag) and rules of procedure (Geschäftsordnung) (as applicable); and

(i) a “director” or “officer” includes any statutory legal representative(s) (organschaftlicher Vertreter) of a person, including but not limited to, a managing director (Geschäftsführer) or member of the board of directors (Vorstand) or an authorised representative (Prokurist).

1.6 Swedish Terms

(a) In this Agreement, where it relates to a Swedish entity, a reference to:

(i) a “composition” or “arrangement” with any creditor includes (A) any write-down of debt (Sw. offentligt ackord) following from any procedure of

‘företagsrekonstruktion’ under the Swedish Company Reorganisation Act (Sw. Lag om företagsrekonstruktion (2022:964)) (the “Swedish Company Reorganisation Act”), or (B) any write-down of debt in bankruptcy (Sw. ackord i konkurs) under the Swedish Bankruptcy Act (Sw. Konkurslag (1987:672)) (the “Swedish Bankruptcy Act”);

(ii) a “compulsory manager”, “administrative receiver” or “administrator” includes (A) ‘rekonstruktör’ under the Swedish Company Reorganisation Act, (B) ‘konkursförvaltare’ under the Swedish Bankruptcy Act, or (C) ‘likvidator’ under the Swedish Companies Act (Sw. Aktiebolagslag (2005:551)) (the “Swedish Companies Act”);

(iii) a “merger”, “consolidation” or “amalgamation” includes any ‘fusion’ implemented in accordance with Chapter 23 of the Swedish Companies Act and a “demerger” includes any ‘fission’ implemented in accordance with Chapter 24 of the Swedish Companies Act;

(iv) a “winding-up”, “administration” or “dissolution” includes ‘frivillig likvidation’ or ‘tvångslikvidation’ under Chapter 25 of the Swedish Companies Act, a “bankruptcy” includes a ‘konkurs’ under the Swedish Bankruptcy Act and a “company restructuring” includes a ‘företagsrekonstruktion’ under the Swedish Company Reorganisation Act; and

(v) an Insolvency Event includes such member of the Group being subject to “konkurs” under the Swedish Bankruptcy Act, “företagsrekonstruktion” under the Swedish Company Reorganisation Act or “tvångslikvidation” under Chapter 25 of the Swedish Companies Act.

(b) If any party to this Agreement that is incorporated in Sweden (the “Obligated Party”) is required to hold an amount on trust on behalf of another party (the “Beneficiary”), the Obligated Party shall hold such money as agent for the Beneficiary on a separate account in accordance with the Swedish Funds Accounting Act (Sw. Lag om redovisningsmedel (1944:181)).

(c) Any transfer by novation in accordance with the Finance Documents, shall, as regards Transaction Security governed by Swedish law and obligations owed by a Swedish Obligor, be deemed to take effect as an assignment and assumption or transfer of such rights, benefits, obligations and security interests and each such assignment and assumption or transfer shall be in relation to the proportionate part of the security interests granted under the relevant Swedish law governed Transaction Security.

(d) Notwithstanding anything to the contrary in this Agreement or any other Debt Document, no Transaction Security which is governed by Swedish law and which has been duly perfected in accordance with the terms of the relevant Transaction Security Document shall be released without the Security Agent’s prior written consent (acting in its sole discretion), unless:

(i) such release occurs as a result of a disposal where (i) the Parent evidences, to the satisfaction of the Security Agent, that the disposal will be made on arm’s length terms at market value and (ii) the proceeds from such disposal are applied towards the Secured Obligations; or

(ii) the Secured Obligations are discharged in full in connection with such release.

Each Secured Party authorises the Security Agent to, if and to the extent the Finance Documents provides for any such release, release such Transaction Security at its discretion without notification or further reference to the Secured Parties.

(e) Notwithstanding anything to the contrary in this Agreement or any other Debt Document, the obligations and liabilities of any Debtor or Intra-Group Lender incorporated in Sweden under this Agreement shall be limited, if (and only if) required by the mandatory provisions of the Swedish Companies Act regulating unlawful distribution of assets and transfer of value (Sw. värdeöverföring) pursuant to Chapter 17, Sections 1 to 4 of the Swedish Companies Act, and it is understood that the obligations and liabilities of each Debtor or Intra-Group Lender incorporated in Sweden under this Agreement only applies to the extent permitted by the above mentioned provisions of the Swedish Companies Act.

1.7 No Investor Recourse

No Secured Party will have any recourse to or shall make any claim or demand for payment from any shareholder or investor of the Parent in its capacity as such or any other person that is not party to a Debt Document (and to the extent any person is a party to a Debt Document there shall only be recourse to the extent of its liability under the terms of such Debt Document) in respect of any term of any Debt Document, any statements by a shareholder or investor of the Parent, or otherwise.

1.8 Personal Liability

Where any natural person gives a certificate or other document or otherwise gives a representation or statement on behalf of any of the parties to the Debt Documents pursuant to any provision thereof and such certificate or other document, representation or statement proves to be incorrect, the individual shall incur no personal liability in consequence of such certificate, other document, representation or statement being incorrect save where such individual acted fraudulently in giving such certificate, other document, representation or statement (in which case any liability of such individual shall be determined in accordance with applicable law) and each such individual may rely on this Clause 1.8 subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

1.9 Termination

Unless otherwise notified by the Parent in writing on or prior to the Final Discharge Date, this Agreement shall terminate in full and cease to have any further effect on the Final Discharge Date.

Section 2
Ranking and Primary Creditors

2. Ranking and Priority

2.1 Primary Creditor Debt Liabilities

Each of the Parties agrees that the Liabilities owed by the Debtors to the Primary Creditors shall rank in right and priority of payment in the following order and the Liabilities listed in sub-paragraph (b) and (c) are postponed and subordinated to any prior ranking Liabilities as follows:

(a) first, the Super Senior Hedging Liabilities, the Super Senior Debt Liabilities, the Pari Passu Hedging Liabilities and the Pari Passu Debt Liabilities pari passu and without any preference between them (save to the extent as otherwise agreed between the Super Senior Creditors and the Pari Passu Creditors);

(b) second, the Second Lien Hedging Liabilities and the Second Lien Debt Liabilities pari passu and without any preference between them (save to the extent as otherwise agreed between the Second Lien Creditors); and

(c) third, the Senior Subordinated Hedging Liabilities and the Senior Subordinated Debt Liabilities pari passu and without any preference between them (save to the extent as otherwise agreed between the Senior Subordinated Creditors).

2.2 Transaction Security

Each of the Parties agrees that:

(a) the Priority Creditor Only Transaction Security shall rank and secure the following Liabilities (but only to the extent that the Priority Creditor Only Transaction Security is expressed to secure those Liabilities) in the following order:

(A) first, the Super Senior Liabilities and the Pari Passu Liabilities pari passu and without any preference between them (save to the extent as otherwise agreed between the Super Senior Creditors and the Pari Passu Creditors); and

(B) second, the Second Lien Hedging Liabilities and the Second Lien Debt Liabilities (subject to the 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 shall rank and secure the following Liabilities (but only to the extent such Common Transaction Security is expressed to secure those Liabilities) in the following order:

(A) first, the Super Senior Liabilities and the Pari Passu Liabilities pari passu and without any preference between them (save to the extent as otherwise agreed between the Super Senior Creditors and the Pari Passu Creditors);

(B) second, the Second Lien Hedging Liabilities and the Second Lien Debt Liabilities pari passu and without any preference between them (save to the extent as otherwise agreed between the Second Lien Creditors); and

(C) third, the 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 enforcement proceeds set out in Clause 23 (Application of Proceeds).

2.3 Senior Subordinated Debt Liabilities

(a) The Parties acknowledge that the Senior Subordinated Debt Liabilities (which are Borrowing Liabilities) are senior obligations of the Parent.

(b) Notwithstanding paragraph (a) above, the Senior Subordinated Creditors agree that, until the Priority Discharge Date, they may not take any steps to appropriate the assets of the Parent that constitute Transaction Security in connection with any Enforcement Action, other than as expressly permitted by this Agreement. For the avoidance of doubt, this paragraph (subject to the terms of the rest of this Agreement) shall not impair the right of the Senior Subordinated Creditors to institute suit against the Parent for the recovery of any payment due under the Senior Subordinated Notes or, as the case may be, Senior Subordinated Facility.

2.4 Other Creditors’ Liabilities and Independent Transaction Security

The Parties acknowledge that:

(a) subject to the terms of the Primary Creditor Documents, the Unsecured Liabilities shall rank as may be agreed between the Unsecured Creditors and applicable members of the Group; and

(b) the Independent Transaction Security shall rank and secure the Independent Security Creditor Liabilities as may be agreed between the Independent Security Creditors and applicable members of the Group.

2.5 Intra-Group Liabilities and Subordinated Liabilities

(a) Each of the Parties agrees that (i) the Intra‑Group Liabilities and (ii) the Subordinated Liabilities are, subject to the terms of this Agreement, postponed and subordinated to the Liabilities owed by the Debtors to the Primary Creditors.

(b) This Agreement does not purport to rank any of the Intra-Group Liabilities and the Subordinated Liabilities as between themselves.

2.6 Creditor Representative Amounts

Subject to Clause 23 (Application of Proceeds) where applicable, nothing in this Agreement will prevent payment by any Debtor, Security Grantor or member of the Group of the Creditor Representative Amounts or the receipt and retention of any Creditor Representative Amounts by the relevant Creditor Representative(s).

2.7 Anti-Layering – Pari Passu

Notwithstanding anything in any Debt Document to the contrary, until the Senior Discharge Date, no Debtor shall, without the approval of the requisite Senior Secured Facilities Lenders under and in accordance with terms of each Senior Secured Facilities Document, issue or allow to remain outstanding any Liabilities that:

(a) are secured or expressed to be secured by any asset, including pursuant to the Transaction Security, on a basis junior to any of the Super Senior Liabilities but senior

to the Pari Passu Liabilities (and for these purposes such Liabilities will be treated as “senior” to the Pari Passu Liabilities if the Pari Passu Liabilities are not secured by such asset but the Super Senior Liabilities are secured, and such other liabilities would be, secured by such asset);

(b) are expressed to rank or rank so that they are subordinated to any of the Super Senior Liabilities but are senior to the Pari Passu Liabilities; or

(c) are contractually subordinated in right of payment to any of the Super Senior Liabilities and senior in right of payment to the Pari Passu Liabilities,

in each case, unless such ranking or subordination arises as a matter of law and provided that this Clause 2.7 shall not restrict any Debtor or any other member of the Group from incurring:

(i) Second Lien Liabilities, Independent Security Creditor Liabilities and Unsecured Liabilities to the extent permitted under the Priority Creditor Debt Documents; or

(ii) if permitted under the Priority Creditor Debt Documents, (A) Super Senior Liabilities expressed to be secured by the Transaction Security pursuant to the Priority Creditor Debt Documents which are entitled to receive the proceeds of enforcement of the Transaction Security on a super senior basis to the other Super Senior Liabilities and/or which are contractually senior in right of payment to any of any other Super Senior Liabilities, or (B) Pari Passu Liabilities expressed to be secured by the Transaction Security pursuant to the Priority Creditor Debt Documents which are entitled to receive the proceeds of enforcement of the Transaction Security on a super senior basis to the other Pari Passu Liabilities and/or which are contractually senior in right of payment to any of any other Pari Passu Liabilities.

2.8 Anti-Layering – Second Lien

Notwithstanding anything in any Debt Document to the contrary, until the Priority Discharge Date, no Debtor shall, without the approval of the Majority Second Lien Creditors, issue or allow to remain outstanding any Liabilities that:

(a) are secured or expressed to be secured by any asset, including pursuant to the Transaction Security, on a basis junior to any of the Pari Passu Liabilities but senior to the Second Lien Liabilities (and for these purposes such Liabilities will be treated as “senior” to the Second Lien Liabilities if the Second Lien Liabilities are not secured by such asset but the Pari Passu Liabilities are secured, and such other liabilities would be, secured by such asset);

(b) are expressed to rank or rank so that they are subordinated to any of the Pari Passu Liabilities but are senior to the Second Lien Liabilities; or

(c) are contractually subordinated in right of payment to any of the Pari Passu Liabilities and senior in right of payment to the Second Lien Liabilities,

in each case, unless such ranking or subordination arises as a matter of law and provided that this Clause 2.7 shall not restrict any Debtor or any other member of the Group from incurring:

(i) Independent Security Creditor Liabilities and Unsecured Liabilities to the extent permitted under the Priority Creditor Debt Documents; or

(ii) if permitted under the Priority Creditor Debt Documents, Pari Passu Liabilities expressed to be secured by the Transaction Security pursuant to the Priority Creditor Debt Documents which are entitled to receive the proceeds of

enforcement of the Transaction Security on a super senior basis to the other Pari Passu Liabilities and/or which are contractually senior in right of payment to any of any other Pari Passu Liabilities.

2.9 Additional and/or Refinancing Debt

(a) The Creditors acknowledge that the Debtors, members of the Group and Security Grantors (or any of them) may wish to:

(i) incur incremental or additional Borrowing Liabilities and/or Guarantee Liabilities in respect of incremental or additional Borrowing Liabilities; or

(ii) refinance Borrowing Liabilities and/or refinance or incur Guarantee Liabilities in respect of any such refinancing of Borrowing Liabilities; or

(iii) incur or refinance Independent Security Creditor Liabilities or Unsecured Liabilities,

in each case provided such Liabilities constitute Permitted Liabilities and, in the case of Liabilities within the meaning of sub-paragraph (i) and (ii) which in any such case are intended to rank and/or share any existing Security pari passu with any existing Liabilities and/or to rank behind any existing Liabilities and/or to share in any existing Security behind any existing Liabilities.

(b) Any amendment required to be made to the Debt Documents to facilitate the incurrence of, and any additional Transaction Security to be granted to secure, any Permitted Liabilities contemplated by paragraph (a) above shall be made and/or granted in accordance with Clause 25 (Primary Creditor Debt Liabilities).

3. Super Senior Creditors and Super Senior Debt Liabilities

3.1 Payment of Super Senior Liabilities

(a) Subject to paragraph (b) below, the Debtors may make Payments of the Super Senior Liabilities at any time in accordance with, and subject to the provisions of the relevant Super Senior Debt Documents.

(b) Subject to paragraph (c) below, following the occurrence of a Super Senior Acceleration Event or a Pari Passu Acceleration Event, any Payments on the Super Senior Liabilities shall be made to the Common Security Agent and shall be applied by the Common Security Agent in accordance with Clause 23 (Application of Proceeds), save that this paragraph (b) shall not apply to the extent that one or more of the Pari Passu Creditors have acquired all of the Super Senior Liabilities in accordance with Clause 7.2 (Option to Purchase: Pari Passu Creditors).

(c) For the avoidance of doubt, paragraph (b) above shall not apply to any fees, costs or expenses in connection with any waiver or amendment granted by the Super Senior Creditors after the occurrence of an Acceleration Event and paid to the relevant Super Senior Creditor prior to Enforcement.

3.2 Amendments and Waivers: Super Senior Creditors

(a) Subject to paragraph (b) below, the Super Senior Lenders may amend or waive the terms of the Super Senior Debt Documents in accordance with their terms (and subject to any consent required under them) at any time.

(b) Prior to the Pari Passu Discharge Date, the Super Senior Lenders may not amend or waive the terms of the Super Senior Debt Documents if the amendment or waiver would result in any Super Senior Debt Document (i) not complying with this Agreement or (ii) result in any increase to the principal amount of the Super Senior Liabilities which is prohibited by the terms of any Pari Passu Debt Document (including the Senior Secured Facilities Agreements) in each case without the prior consent of the Required Pari Passu Creditors.

3.3 Security: Super Senior Creditors

Other than as set out in Clause 3.4 (Security: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lenders), the Super Senior Creditors may take, accept or receive the benefit of:

(a) any Security in respect of the Super Senior Liabilities from the Debtors, any member of the Group or any Security Grantor in addition to the Priority Creditor Only Transaction Security and the Common Transaction Security which is permitted under the terms of the Super Senior Debt Documents and (except for any Security permitted under Clause 3.4 (Security: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lenders)) to the extent legally possible (and subject to any Agreed Security Principles) such Security is, at the same time, also offered either:

(i) to the Common Security Agent as trustee and/or agent for the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities; or

(ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Common Security Agent as trustee and/or agent for the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors):

(A) to the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities; or

(B) to the Common Security Agent under a parallel debt, joint and several creditorship or other similar or equivalent structure for the benefit of the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities,

and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2.2 (Transaction Security); and

(b) any guarantee, indemnity or other assurance against loss from any member of the Group in respect of the Super Senior Liabilities in addition to those in:

(i) the relevant Super Senior Facility Agreement no greater in extent than that contained in the original form of the Senior Secured Facilities Agreements;

(ii) this Agreement; or

(iii) any Common Assurance,

if (except for any guarantee, indemnity or other assurance against loss permitted under Clause 4.4 (Security: Ancillary Lenders)) and to the extent legally possible (and subject to any Agreed Security Principles), at the same time such guarantee, indemnity or other

assurance against loss is also offered to the other Primary Creditors in respect of their Liabilities and ranks in the same order of priority as that contemplated in Clause 2 (Ranking and Priority).

3.4 Security: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lenders

No Super Senior Ancillary Lender, Super Senior Issuing Bank or Super Senior Cash Management Facility Lender will, unless the prior consent of the Required Super Senior Creditors is obtained, take, accept or receive the benefit of any Security from the Debtors, any member of the Group or any Security Grantor, or guarantee, indemnity or other assurance against loss from the Debtors or any member of the Group in respect of any of the Liabilities owed to it other than as permitted under the terms of the Super Senior Debt Documents or other than:

(a) the Common Transaction Security and the Priority Creditor Only Transaction Security;

(b) each guarantee, indemnity or other assurance against loss contained in:

(i) the relevant Super Senior Facility Agreement no greater in extent than that contained in the original form of the Senior Secured Facilities Agreements;

(ii) this Agreement; or

(iii) any Common Assurance;

(c) guarantees, indemnities and assurances against loss contained in the Super Senior Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above;

(d) any Super Senior Facility Cash Cover permitted under the Super Senior Facility Agreement relating to any Super Senior Ancillary Facility or for any Letter of Credit issued by the Super Senior Issuing Bank;

(e) the indemnities contained in an ISDA Master Agreement (in the case of a Super Senior 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 Super Senior Hedging Ancillary Document which is not based on an ISDA Master Agreement);

(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 Super Senior Ancillary Facility for the purpose of netting debit and credit balances arising under the Super Senior Ancillary Facility; or

(g) any Security, guarantee, indemnity or other assurance against loss permitted under Clause 3.3 (Security: Super Senior Creditors).

3.5 Restriction on Enforcement: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lenders

Subject to Clause 3.6 (Permitted Enforcement: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lender), so long as any of the Super Senior Debt Liabilities (other than any Liabilities owed to the Super Senior Ancillary Lenders or Super Senior Issuing Banks) are or may be outstanding, none of the Super Senior Ancillary Lenders nor the Super Senior Issuing Banks shall be entitled to take any Enforcement Action in respect of any of the Liabilities owed to it.

3.6 Permitted Enforcement: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lender

(a) Each Super Senior Ancillary Lender and Super Senior Issuing Bank may take Enforcement Action which would be available to it but for Clause 3.5 (Restriction on Enforcement: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lenders) if:

(i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of the Super Senior Debt Liabilities (excluding the Liabilities owing to Super Senior Ancillary Lenders, the Super Senior Cash Management Facility Lenders and the Super Senior Issuing Banks), in which case the Super Senior Ancillary Lenders and the Super Senior Issuing Banks may take the same Enforcement Action as has been taken in respect of those Super Senior Debt Liabilities;

(ii) that action is contemplated by the relevant Super Senior Facility Agreement or Clause 3.4 (Security: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lenders);

(iii) that Enforcement Action is taken in respect of Super Senior Facility Cash Cover which has been provided in accordance with the relevant Super Senior Facility Agreement;

(iv) at the same time as or prior to, that action, the consent of the Required Super Senior Creditors is obtained; or

(v) an Insolvency Event has occurred in relation to any member of the Group, in which case after the occurrence of that Insolvency Event, each Super Senior Ancillary Lender, each Super Senior Cash Management Facility Lender and each Super Senior Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group to:

(A) accelerate any of that member of the Group’s Super Senior Debt Liabilities or declare them prematurely due and payable on demand;

(B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Super Senior Debt Liabilities;

(C) exercise any right of set-off or take or receive any Payment in respect of any Super Senior Debt Liabilities of that member of the Group; or

(D) claim and prove in the liquidation, administration or other insolvency proceedings of that member of the Group for the Super Senior Debt Liabilities owing to it.

(b) Clause 3.5 (Restriction on Enforcement: Super Senior Ancillary Lenders, Super Senior Issuing Banks and Super Senior Cash Management Facility Lenders) shall not restrict any right of a Super Senior Ancillary Lender or a Super Senior Cash Management Facility Lender:

(i) to demand repayment or prepayment of any of the Liabilities owed to it prior to the expiry date of the relevant Super Senior Ancillary Facility or Super Senior Cash Management Facility; or

(ii) to net or set off in relation to a Multi-account Overdraft Facility,

in accordance with the terms of the relevant Super Senior Facility Agreement and to the extent that the demand is required to reduce, or the netting or set-off represents a reduction from the Gross Outstandings of that Multi-account Overdraft Facility to or towards an amount equal to its Net Outstandings.

3.7 Restriction on Enforcement: Super Senior Creditors

(a) Prior to the Pari Passu Discharge Date, no Super Senior Creditor may take any Enforcement Action under paragraphs (c), (d) or (e) of the definition thereof without the prior written consent of the Instructing Group.

(b) If the Instructing Group provides consent to any Super Senior Creditor to take any Enforcement Action, such consent shall apply equally to all Super Senior Creditors to take the same Enforcement Action (in each case to the extent permitted by the terms of the relevant Debt Documents) and notice of any such consent shall be provided to all the Creditor Representatives and the Common Security Agent as soon as reasonably practicable.

(c) Notwithstanding paragraph (a) above or anything to the contrary in this Agreement, after the occurrence of an Insolvency Event in relation to a Debtor (the “Insolvent Party”), each Super Senior Creditor may, to the extent it is permitted to do so by the terms of the relevant Debt Documents, take Enforcement Action under paragraph (a) of that definition against the Insolvent Party and/or claim in any winding up, dissolution, administration, reorganisation or other similar insolvency event or process in relation to the Insolvent Party for Liabilities owing to it (provided that no Super Senior Creditor may give any directions to the Common Security Agent pursuant to or in reliance on this paragraph (c) in relation to any enforcement of any Transaction Security).

4. Pari Passu Debt Creditors and Pari Passu Debt Liabilities

4.1 Payments

(a) Subject to paragraph (b) below, the Debtors may make Payments of the Pari Passu Debt Liabilities at any time in accordance with, and subject to the provisions of, the Pari Passu Debt Documents.

(b) Following the occurrence of a Pari Passu Acceleration Event, no member of the Group may make Payments of the Pari Passu Debt Liabilities (including, without limitation, by way of providing cash cover or cash collateral for letters of credit) except from Enforcement Proceeds or other amounts paid to the Common Security Agent which, in each case, are then distributed in accordance with Clause 23 (Application of Proceeds) (other than any distribution or dividend out of any Debtor’s unsecured assets (pro rata to each unsecured creditor’s claim) made by a liquidator, administrator, compulsory manager or other similar officer appointed in respect of any Debtor or any of its assets or as agreed by each Creditor Representative of the Pari Passu Debt Liabilities).

4.2 Amendments and Waivers: Pari Passu Debt Creditors

(a) Subject to paragraph (b) below, the Pari Passu Debt Creditors may amend or waive the terms of the Pari Passu Debt Documents in accordance with their terms (and subject to any consent required under them) at any time.

(b) Prior to the Second Lien Discharge Date, the Pari Passu Debt Creditors may not amend or waive the terms of the Pari Passu Debt Documents if the amendment or waiver would result in any Pari Passu Debt Document (i) not complying with this Agreement or (ii) result in any increase to the principal amount of the Pari Passu Liabilities which is prohibited by the terms of any Second Lien Debt Document in each case without the prior consent of the Required Second Lien Creditors.

4.3 Security: Pari Passu Debt Creditors

Subject to Clause 4.4 (Security: Ancillary Lenders, Issuing Banks and Cash Management Facility Lenders), the Pari Passu Debt Creditors may only take, accept or receive the benefit of:

(a) any Security in respect of the Pari Passu Debt Liabilities from the Debtors, any member of the Group or any Security Grantor in addition to the Priority Creditor Only Transaction Security and the Common Transaction Security if it (x) is Notes Escrow Security or (y) is permitted under the terms of the Pari Passu Debt Documents and (except for any Security permitted by Clause 4.4 (Security: Ancillary Lenders, Issuing Banks and Cash Management Facility Lenders)) to the extent legally possible (and subject to any Agreed Security Principles) it is, at the same time, also offered either:

(i) to the Common Security Agent as trustee and/or agent for the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities; or

(ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Common Security Agent as trustee and/or agent for the Priority Creditors (and, if applicable, the Senior Subordinated Creditors):

(A) to the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities; or

(B) to the Common Security Agent under a parallel debt, joint and several creditorship or other similar or equivalent structure for the benefit of the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities,

and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2.2 (Transaction Security); and

(b) any guarantee, indemnity or other assurance against loss from any member of the Group or any Debtor in respect of the Pari Passu Debt Liabilities in addition to those in:

(i) the original form of the Senior Secured Facilities Agreements (or in any other Pari Passu Facility Agreement or any Pari Passu Notes Indenture where the relevant guarantee, indemnity or other assurance against loss is an Equivalent Provision to that in the original form of the Senior Secured Facilities Agreements);

(ii) the original form of Schedule 6 (Cash Management Facility Creditors’ Guarantee and Indemnity);

(iii) this Agreement (other than Schedule 6 (Cash Management Facility Creditors’ Guarantee and Indemnity)); or

(iv) any Common Assurance,

if it (x) is permitted under the terms of the Pari Passu Debt Documents and (y) to the extent legally possible (and subject to any Agreed Security Principles) is, at the same time, also offered to the other Primary Creditors in respect of their respective Liabilities and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2 (Ranking and Priority).

4.4 Security: Pari Passu Ancillary Lenders, Issuing Banks and Cash Management Facility Lenders

No Pari Passu Ancillary Lender, Issuing Bank or Cash Management Facility Lender will, unless the prior consent of the Required Pari Passu Creditors is obtained, take, accept or receive the benefit of any Security from the Debtors, any member of the Group or any Security Grantor, or guarantee, indemnity or other assurance against loss from the Debtors or any member of the Group in respect of any of the Liabilities owed to it other than as permitted under the terms of the Pari Passu Debt Documents or other than:

(a) the Common Transaction Security and the Priority Creditor Only Transaction Security;

(b) each guarantee, indemnity or other assurance against loss contained in:

(i) the original form of the Senior Secured Facilities Agreements (or in any other Pari Passu Facility Agreement where the guarantee, indemnity or other assurance against loss is an Equivalent Provision to that in the original form of the Senior Secured Facilities Agreements);

(ii) this Agreement; or

(iii) any Common Assurance;

(c) guarantees, indemnities and assurances against loss contained in the Pari Passu Ancillary Documents no greater in extent than any of those referred to in paragraph (b) above;

(d) any Pari Passu Facility Cash Cover permitted under the Pari Passu Facility Agreement relating to any Pari Passu 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 Pari Passu 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 Pari Passu Hedging Ancillary Document which is not based on an ISDA Master Agreement);

(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 Pari Passu Ancillary Facility for the purpose of netting debit and credit balances arising under the Pari Passu Ancillary Facility; or

(g) any Security, guarantee, indemnity or other assurance against loss permitted under Clause 4.3 (Security: Pari Passu Debt Creditors).

4.5 Restriction on Enforcement: Pari Passu Creditors

(a) Subject to Clause 4.6 (Permitted Enforcement: Pari Passu Ancillary Lenders, Issuing Banks and Cash Management Facility Lenders), so long as any of the Pari Passu Debt Liabilities (other than any Liabilities owed to the Pari Passu Ancillary Lenders, Issuing Banks or Cash Management Facility Lenders) are or may be outstanding, none of the Pari Passu Ancillary Lenders, Issuing Banks or Cash Management Facility Lenders

shall be entitled to take any Enforcement Action in respect of any of the Liabilities owed to it.

(b) No Pari Passu Creditor may take any Enforcement Action under paragraphs (c), (d) or (e) of that definition without the prior written consent of the Required Pari Passu Creditors unless exercised by the Enforcing Pari Passu Creditors in accordance with Clause 17.9 (Consultation: Pari Passu Creditors).

4.6 Permitted Enforcement: Pari Passu Ancillary Lenders, Issuing Banks and Cash Management Facility Lenders

(a) Each Pari Passu Ancillary Lender, Issuing Bank and Cash Management Facility Lender may take Enforcement Action which would be available to it but for Clause 4.5 (Restriction on Enforcement: Pari Passu Creditors) if:

(i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of the Pari Passu Debt Liabilities (excluding the Liabilities owing to Pari Passu Ancillary Lenders, Issuing Banks and Cash Management Facility Lenders), in which case the Pari Passu Ancillary Lenders, Issuing Banks and Cash Management Facility Lenders may take the same Enforcement Action as has been taken in respect of those Pari Passu Debt Liabilities;

(ii) that action is contemplated by the relevant Pari Passu Facility Agreement or Clause 4.4 (Security: Pari Passu Ancillary Lenders, Issuing Banks and Cash Management Facility Lenders);

(iii) that Enforcement Action is taken in respect of Pari Passu Facility Cash Cover which has been provided in accordance with the relevant Pari Passu Facility Agreement;

(iv) at the same time as or prior to, that action, the consent of the Required Pari Passu Creditors is obtained; or

(v) an Insolvency Event has occurred in relation to any member of the Group, in which case after the occurrence of that Insolvency Event, each Pari Passu Ancillary Lender, Issuing Bank and Cash Management Facility Lender shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group to:

(A) accelerate any of that member of the Group’s Pari Passu Debt Liabilities or declare them prematurely due and payable on demand;

(B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Pari Passu Debt Liabilities;

(C) exercise any right of set-off or take or receive any Payment in respect of any Pari Passu Debt Liabilities of that member of the Group; or

(D) claim and prove in the liquidation, administration or other insolvency proceedings of that member of the Group for the Pari Passu Debt Liabilities owing to it.

(b) Clause 4.5 (Restriction on Enforcement: Pari Passu Creditors) shall not restrict any right of a Pari Passu Ancillary Lender or Cash Management Facility Creditor (as the context requires):

(i) to demand repayment or prepayment of any of the Liabilities owed to it prior to the expiry date of the relevant Pari Passu Ancillary Facility; or

(ii) to net or set off in relation to a Multi-account Overdraft Facility,

in accordance with the terms of the relevant Pari Passu Facility Agreement and to the extent that the demand is required to reduce, or the netting or set-off represents a reduction from the Gross Outstandings of that Multi-account Overdraft Facility to or towards an amount equal to its Net Outstandings.

4.7 Issue or Borrowing of Pari Passu Notes or Pari Passu Facilities

Until the Senior Discharge Date, the Debtors shall not (and shall procure that no other member of the Group will) enter into any Pari Passu Debt Document, borrow any Pari Passu Facility, issue any Pari Passu Notes or allow any Pari Passu Liabilities to remain outstanding unless:

(a) any Pari Passu Liabilities incurred by the Parent are Guarantee Liabilities incurred pursuant to a Pari Passu Debt Document;

(b) each issuer, borrower and guarantor of the relevant Pari Passu Debt Liabilities and each Pari Passu Debt Creditor (if not already a Party in such capacity) becomes a Party in accordance with Clause 28 (Changes to the Parties) before or concurrently with the incurrence of the Pari Passu Debt Liabilities (or the Required Primary Creditors agree otherwise);

(c) if the Pari Passu Debt Discharge Date has not occurred, such incurrence of the Pari Passu Debt Liabilities and the application of the proceeds thereof is not prohibited by the Senior Secured Facilities Agreements or any other Pari Passu Debt Document (or has been approved by the Required Pari Passu Creditors);

(d) if the Second Lien Debt Discharge Date has not occurred, such incurrence of the Pari Passu Debt Liabilities and the application of the proceeds thereof is not prohibited by any Second Lien Debt Document (or has been approved by the Required Second Lien Creditors); and

(e) if the Senior Subordinated Debt Discharge Date has not occurred, such incurrence of the Pari Passu Debt Liabilities and the application of the proceeds thereof is not prohibited by the terms of any Senior Subordinated Debt Document (or has been approved by the Required Senior Subordinated Creditors).

4.8 Cash Management Guarantee

Each Cash Management Facility Guarantor agrees it will be bound by the obligations set out in Schedule 6 (Cash Management Facility Creditors’ Guarantee and Indemnity) unless (i) a substantially similar guarantee is contained in the relevant Cash Management Facility Documents or (ii) otherwise elected by the Parent by notice in writing to the Common Security

Agent and the Cash Management Facility Lenders under that Cash Management Facility (or the relevant Cash Management Facility Agent on their behalf, if appointed).

5. Hedge Counterparties and Hedging Liabilities

5.1 Identity of Hedge Counterparties

(a) Subject to paragraph (b) below, no person providing hedging arrangements to any Debtor shall be entitled to share in any of the Transaction Security or in the benefit of any guarantee or indemnity under any of the Primary Creditor Documents in respect of any of the liabilities and obligations arising in relation to those hedging arrangements nor shall those liabilities and obligations be treated as Hedging Liabilities unless that person is or becomes a Party as a Hedge Counterparty.

(b) Paragraph (a) above shall not apply to a Hedging Ancillary Lender.

5.2 Restriction on Payments: Hedging Liabilities

The Debtors shall not, and shall procure that no other member of the Group will, make any Payment of the Hedging Liabilities at any time unless:

(a) that Payment is permitted under Clause 5.3 (Permitted Payments: Hedging Liabilities); or

(b) the taking or receipt of that Payment is permitted under paragraph (c) of Clause 5.9 (Permitted Enforcement: Hedge Counterparties).

5.3 Permitted Payments: Hedging Liabilities

(a) Subject to paragraph (b) below, the Debtors may make Payments to any Hedge Counterparty in respect of the Hedging Liabilities then due to that Hedge Counterparty under any Hedging Agreement in accordance with the terms of that Hedging Agreement:

(i) if the Payment is a scheduled Payment arising under the relevant Hedging Agreement;

(ii) to the extent that the relevant Debtor’s obligation to make the Payment arises as a result of the operation of:

(A) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement);

(B) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or

(C) any provision of a Hedging Agreement which is similar in meaning and effect to any provision listed in paragraph (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement);

(iii) to the extent that the relevant Debtor’s obligation to make the Payment arises from a Non-Credit Related Close-Out;

(iv) to the extent that:

(A) the relevant Debtor’s obligation to make the Payment arises from:

(1) a Credit Related Close-Out in relation to that Hedging Agreement; or

(2) a Permitted Automatic Early Termination under that Hedging Agreement which arises as a result of an event relating to a Debtor; and

(B) in respect of:

(1) a Payment of the Super Senior Hedging Liabilities, no Event of Default under the Super Senior Debt Documents is continuing at the time of that Payment or would result from that Payment;

(2) a Payment of the Pari Passu Hedging Liabilities, no Event of Default under the Pari Passu Debt Documents is continuing at the time of that Payment or would result from that Payment;

(3) a Payment of the Second Lien Hedging Liabilities, no Event of Default under the Priority Creditor Debt Documents is continuing at the time of that Payment or would result from that Payment; and

(4) a Payment of the Senior Subordinated Hedging Liabilities, no Event of Default under the Primary Creditor Debt Documents is continuing at the time of that Payment or would result from that Payment;

(v) if the Payment is made pursuant to Clause 23 (Application of Proceeds);

(vi) if the Required Super Senior Creditors (and, where paragraph (a)(iv)(B) applies, the Required Pari Passu Creditors, where paragraph (a)(iv)(B)(B) above applies, the Required Second Lien Creditors and, where paragraph (a)(iv)(B)(B) above applies, the Required Senior Subordinated Creditors) give prior consent to the Payment being made; or

(vii) if the Payment arises directly as a result of any close-out, termination or other equivalent action by a member of the Group (provided that the Group will remain in compliance with any minimum hedging requirements under any Primary Creditor Document).

(b) No Payment may be made to a Hedge Counterparty under paragraph (a) above if any scheduled Payment due from that Hedge Counterparty to a Debtor under a Hedging Agreement to which they are both party is due and unpaid unless the prior consent of the Required Super Senior Creditors (and, where the Payment is of Pari Passu Hedging Liabilities, the Required Pari Passu Creditors, where the Payment is of Second Lien Hedging Liabilities, the Required Second Lien Creditors and, where the Payment is of Senior Subordinated Hedging Liabilities, the Required Senior Subordinated Creditors) is obtained.

(c) Failure by a Debtor to make a Payment to a Hedge Counterparty which results solely from the operation of paragraph (b) above shall, without prejudice to Clause 5.4

(Payment Obligations Continue), not result in a default (however described) in respect of that Debtor under that Hedging Agreement or any other Debt Document.

5.4 Payment Obligations Continue

No Debtor shall be released from the liability to make any Payment (including of default interest, which shall continue to accrue) under any Debt Document by the operation of Clauses 5.2 (Restriction on Payments: Hedging Liabilities) and 5.3 (Permitted Payments: Hedging Liabilities) even if its obligation to make that Payment is restricted at any time by the terms of any of those Clauses and no Default shall arise under the Debt Documents as a result of the operation of any of those Clauses.

5.5 No Acquisition of Hedging Liabilities

(a) Subject to paragraph (b) below, the Debtors shall not, and shall procure that no other member of the Group will:

(i) enter into any Liabilities Acquisition; or

(ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition,

in respect of any of the Super Senior Hedging Liabilities or any Pari Passu Hedging Liabilities.

(b) Paragraph (a) above shall not apply in respect of any action:

(i) which occurs in accordance with the other provisions of this Agreement;

(ii) in relation to Super Senior Hedging Liabilities which occurs:

(A) in order to effect a Liabilities Acquisition of Super Senior Hedging Liabilities the Payment of which would have otherwise constituted a Permitted Hedge Payment, and is in accordance with the Super Senior Debt Documents;

(B) on or after the Super Senior Debt Discharge Date; or

(C) with the prior consent of the Required Super Senior Creditors; or

(iii) in relation to Pari Passu Hedging Liabilities which occurs:

(A) in order to effect a Liabilities Acquisition of Pari Passu Hedging Liabilities the Payment of which would have otherwise constituted a Permitted Hedge Payment, and is in accordance with the Pari Passu Debt Documents;

(B) on or after the Pari Passu Debt Discharge Date; or

(C) with the prior consent of the Required Pari Passu Creditors.

5.6 Amendments and Waivers: Hedging Agreements

(a) Subject to paragraph (b) below, the Hedge Counterparties may not, at any time, amend or waive any term of the Hedging Agreements.

(b) A Hedge Counterparty may amend or waive any term of a Hedging Agreement in accordance with the terms of that Hedging Agreement from time to time (and subject

only to any consent required under that Hedging Agreement) if the amendment or waiver does not result in a breach of another term of this Agreement.

5.7 Security: Hedge Counterparties

The Hedge Counterparties may not take, accept or receive the benefit of any Security from any Debtor, any member of the Group or any Security Grantor, or guarantee, indemnity or other assurance against loss from any Debtor or any member of the Group in respect of the Hedging Liabilities other than:

(a) as permitted by the Primary Creditor Documents and which (1) in the case of any guarantee, indemnity or assurance against loss, is offered to the other Primary Creditors in respect of their respective liabilities and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) or (2) in the case of any Security is offered (x) to the Common Security Agent as trustee and/or agent for the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities, or (y) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Common Security Agent as trustee and/or agent for the Priority Creditors (and, if applicable, the Senior Subordinated Creditors) (A) to the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities, or (B) to the Common Security Agent under a parallel debt, joint and several creditorship or other similar or equivalent structure for the benefit of the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities, and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2.2 (Transaction Security);

(b) the Priority Creditor Only Transaction Security and the Common Transaction Security;

(c) any guarantee, indemnity or other assurance against loss contained in:

(i) with respect to the Super Senior Hedging Liabilities, the relevant Super Senior Facility Agreement no greater in extent than that contained in the original form of the Senior Secured Facilities Agreements;

(ii) with respect to the Pari Passu Hedging Liabilities, the relevant Pari Passu Facility Agreement no greater in extent than that contained in the original form of the Senior Secured Facilities Agreements;

(iii) with respect to the Second Lien Hedging Liabilities, any Second Lien Facility Agreement or any Second Lien Guarantee, in each case no greater in extent than that contained in the original form of the Senior Secured Facilities Agreements;

(iv) with respect to the Senior Subordinated Hedging Liabilities, any Senior Subordinated Facility Agreement or any Senior Subordinated Guarantee, in each case no greater in extent than that contained in the original form of the Senior Secured Facilities Agreements;

(v) the original form of Schedule 5 (Hedge Counterparties’ Guarantee and Indemnity);

(vi) this Agreement (other than Schedule 5 (Hedge Counterparties’ Guarantee and Indemnity));

(vii) any Common Assurance; or

(viii) the relevant Hedging Agreement no greater in extent than that contained in the original form of the Senior Secured Facilities Agreements;

(d) as otherwise contemplated by Clause 4.3 (Security: Pari Passu Debt Creditors); and

(e) the indemnities contained in the ISDA Master Agreements (in the case of a Hedging Agreement which is based on an ISDA Master Agreement) or any indemnities which are similar in meaning and effect to those indemnities and rights of set-off and netting (in the case of a Hedging Agreement which is not based on an ISDA Master Agreement).

5.8 Restriction on Enforcement: Hedge Counterparties

Subject to Clause 5.9 (Permitted Enforcement: Hedge Counterparties) and Clause 5.10 (Required Enforcement: Hedge Counterparties) and without prejudice to each Hedge Counterparty’s rights under Clause 17.2 (Enforcement Instructions: Priority Creditor Only Transaction Security and Common Transaction Security and Blocking of Unsecured Creditor and Independent Security Creditor Rights) and Clause 17.4 (Manner of Enforcement: Priority Creditor Only Transaction Security and Common Transaction Security), the Hedge Counterparties shall not take any Enforcement Action in respect of any of the Hedging Liabilities or any of the hedging transactions under any of the Hedging Agreements at any time.

5.9 Permitted Enforcement: Hedge Counterparties

(a) To the extent it is entitled to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement prior to its stated maturity:

(i) if, prior to a Distress Event, the Parent has certified to that Hedge Counterparty that termination or close-out would not result in a breach of a Primary Creditor Document, provided that the Parent shall not withhold its certification unless such a breach would occur on termination or close-out;

(ii) if a Distress Event has occurred;

(iii) if:

(A) in relation to a Hedging Agreement which is based on the 1992 ISDA Master Agreement:

(1) an Illegality (as defined in the 1992 ISDA Master Agreement); or

(2) an event similar in meaning and effect to a Force Majeure Event (as defined in paragraph (B) below),

has occurred in respect of that Hedging Agreement;

(B) in relation to a Hedging Agreement which is based on the 2002 ISDA Master Agreement, an Illegality, a Force Majeure Event, a Tax Event or a Tax Event upon Merger (each as defined in the 2002 ISDA Master Agreement) has occurred in respect of that Hedging Agreement; or

(C) in relation to a Hedging Agreement which is not based on an ISDA Master Agreement, any event which, in terms of circumstances that it involves and the rights to which it gives rise, is similar to an event

mentioned in paragraph (A) or (B) above has occurred under and in respect of that Hedging Agreement;

(iv) to the extent necessary to comply with paragraph (c) of Clause 5.13 (Total Interest Rate Hedging and Total Exchange Rate Hedging);

(v) if an Event of Default has occurred under paragraph (f) of section 8.01 (Insolvency Proceedings, Etc.) of the Senior Secured Term Facilities Agreement (or, in each case, any Equivalent Provision of any other Primary Creditor Document) in relation to a Debtor which is party to that Hedging Agreement;

(vi) if:

(A) where that hedging transaction gives rise to Super Senior Hedging Liabilities, the Required Super Senior Creditors;

(B) where that hedging transaction gives rise to Pari Passu Hedging Liabilities, the Required Pari Passu Creditors;

(C) where that hedging transaction gives rise to Second Lien Hedging Liabilities, the Required Second Lien Creditors; and

(D) where that hedging transaction gives rise to Senior Subordinated Hedging Liabilities, the Required Senior Subordinated Creditors,

give prior consent to that termination or close-out being made; and

(vii) on or immediately following the date on which:

(A) where that hedging transaction gives rise to Super Senior Hedging Liabilities, the Super Senior Discharge Date has occurred;

(B) where that hedging transaction gives rise to Pari Passu Hedging Liabilities, the Pari Passu Debt Discharge Date has occurred;

(C) where that hedging transaction gives rise to Second Lien Hedging Liabilities, the Second Lien Debt Discharge Date has occurred; and

(D) where that hedging transaction gives rise to Senior Subordinated Hedging Liabilities, the Senior Subordinated Debt Discharge Date has occurred.

(b) If a Debtor has defaulted on any Payment due under a Hedging Agreement and, after all applicable notice or grace periods have expired, the default has continued unremedied and unwaived for more than 15 days after notice of that default has been given to the Common Security Agent pursuant to paragraph (r) of Clause 31.3 (Notification of Prescribed Events) the relevant Hedge Counterparty:

(i) may, to the extent it is entitled to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement; and

(ii) until such time as the Common Security Agent has given notice to that Hedge Counterparty that the Priority Creditor Only Transaction Security or the Common Transaction Security is being enforced (or that any formal steps are being taken to enforce the Priority Creditor Only Transaction Security or the Common Transaction Security), shall be entitled to exercise any right it might otherwise have to sue for, commence or join legal or arbitration proceedings

against any Debtor to recover any Hedging Liabilities due under that Hedging Agreement.

(c) After the occurrence of an Insolvency Event in relation to any member of the Group, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that member of the Group to:

(i) prematurely close-out or terminate any Hedging Liabilities of that member of the Group;

(ii) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group in respect of any Hedging Liabilities;

(iii) exercise any right of set-off or take or receive any Payment in respect of any Hedging Liabilities of that member of the Group; or

(iv) claim and prove in the liquidation, administration or insolvency proceedings of that member of the Group for the Hedging Liabilities owing to it.

5.10 Required Enforcement: Hedge Counterparties

(a) Subject to paragraph (b) below:

(i) a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction giving rise to Super Senior Hedging Liabilities under each of the Hedging Agreements to which it is party prior to their stated maturity, following:

(A) the occurrence of a Super Senior Acceleration Event and delivery to it of a notice from the Common Security Agent that that Super Senior Acceleration Event has occurred; and

(B) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of the Instructing Group) instructing it to do so;

(ii) a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction giving rise to Pari Passu Hedging Liabilities under each of the Hedging Agreements to which it is party prior to their stated maturity, following:

(A) the occurrence of a Pari Passu Acceleration Event and delivery to it of a notice from the Common Security Agent that that Pari Passu Acceleration Event has occurred; and

(B) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of the Instructing Group) instructing it to do so;

(iii) a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction giving rise to Second Lien Hedging Liabilities under each of the Hedging Agreements to which it is party prior to their stated maturity, following:

(A) the occurrence of an Second Lien Acceleration Event and delivery to it of a notice from the Common Security Agent that that Second Lien Acceleration Event has occurred; and

(B) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of the Instructing Group) instructing it to do so; and

(iv) a Hedge Counterparty shall promptly terminate or close-out in full any hedging transaction giving rise to Senior Subordinated Hedging Liabilities under each of the Hedging Agreements to which it is party prior to their stated maturity, following:

(A) the occurrence of a Senior Subordinated Acceleration Event and delivery to it of a notice from the Common Security Agent that that Senior Subordinated Acceleration Event has occurred; and

(B) delivery to it of a subsequent notice from the Common Security Agent (acting on the instructions of the Instructing Group) instructing it to do so.

(b) Paragraph (a) above shall not apply to the extent that the relevant Acceleration Event occurred as a result of an arrangement made between any Debtor and any Primary Creditor with the purpose of bringing about that Acceleration Event.

(c) If a Hedge Counterparty is entitled to terminate or close-out any hedging transaction under paragraph (b) of Clause 5.9 (Permitted Enforcement: Hedge Counterparties) (or would have been so entitled if that Hedge Counterparty had given the notice referred to in that paragraph) but has not terminated or closed out each such hedging transaction, that Hedge Counterparty shall promptly terminate or close-out in full each such hedging transaction following a request to do so by the Common Security Agent (acting on the instructions of the Instructing Group).

5.11 Treatment of Payments Due to Debtors on Termination of Hedging Transactions

(a) If, on termination of any hedging transaction under any Hedging Agreement occurring after a Distress Event, a settlement amount or other amount (following the application of any Close-Out Netting, Payment Netting or Inter-Hedging Agreement Netting in respect of that Hedging Agreement) falls due from a Hedge Counterparty to the relevant Debtor then that amount shall be paid by that Hedge Counterparty to the Common Security Agent, treated as the proceeds of enforcement of the Transaction Security and applied in accordance with Clause 23 (Application of Proceeds).

(b) The payment of that amount by the Hedge Counterparty to the Common Security Agent in accordance with paragraph (a) above shall discharge the Hedge Counterparty’s obligation to pay that amount to that Debtor.

5.12 Terms of Hedging Agreements

The Hedge Counterparties (to the extent party to the Hedging Agreement in question) and the Debtors party to the Hedging Agreements shall ensure that, at all times:

(a) each Hedging Agreement is based either:

(i) on an ISDA Master Agreement; or

(ii) on another framework agreement which is similar in effect to an ISDA Master Agreement (including a DRV (Deutscher Rahmenvertrag für Finanztermingeschäfte));

(b) in the event of a termination of the hedging transaction entered into under a Hedging Agreement, whether as a result of:

(i) a Termination Event or an Event of Default, each as defined in the relevant Hedging Agreement (in the case of a Hedging Agreement which is based on an ISDA Master Agreement); or

(ii) an event similar in meaning and effect to either of those described in paragraph (i) above (in the case of a Hedging Agreement which is not based on an ISDA Master Agreement),

that Hedging Agreement will:

(A) if it is based on a 1992 ISDA Master Agreement, provide for payments under the “Second Method” and will make no material amendment to section 6(e) (Payments on Early Termination) of the ISDA Master Agreement;

(B) if it is based on a 2002 ISDA Master Agreement, make no material amendment to the provisions of section 6(e) (Payments on Early Termination) of the ISDA Master Agreement; or

(C) if it is not based on an ISDA Master Agreement, provide for any other method the effect of which is that the party to which that event is referable will be entitled to receive payment under the relevant termination provisions if the net replacement value of all terminated transactions entered into under that Hedging Agreement is in its favour; and

(c) each Hedging Agreement will not provide for Automatic Early Termination other than to the extent that:

(i) the provision of Automatic Early Termination is consistent with practice in the relevant derivatives market, taking into account the legal status and jurisdiction of incorporation of the parties to that Hedging Agreement; and

(ii) that Automatic Early Termination is:

(A) as provided for in section 6(a) (Right to Terminate Following Event of Default) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement);

(B) as provided for in section 6(a) (Right to Terminate Following Event of Default) of the 2002 ISDA Master Agreement (if the Hedging Agreement is based on a 2002 ISDA Master Agreement); or

(C) similar in effect to that described in paragraphs (A) or (B) above (if the Hedging Agreement is not based on an ISDA Master Agreement);

(d) each Hedging Agreement will provide that the relevant Hedge Counterparty will be entitled to designate an Early Termination Date (as defined in the relevant ISDA Master Agreement) or otherwise be able to terminate each transaction under such Hedging Agreement if so required pursuant to Clause 5.10 (Required Enforcement: Hedge Counterparties); and

(e) each Hedging Agreement will permit the relevant Hedge Counterparty and each relevant Debtor to take such action as may be necessary to comply with Clause 5.13 (Total Interest Rate Hedging and Total Exchange Rate Hedging).

5.13 Total Interest Rate Hedging and Total Exchange Rate Hedging

(a) The Parent shall procure that, at all times:

(i) the Total Interest Rate Hedging in a particular currency does not exceed the Term Outstandings in that currency; and

(ii) the Total Exchange Rate Hedging in a particular currency does not exceed the Term Outstandings in that currency.

(b) Subject to paragraph (a) above, if:

(i) the Total Interest Rate Hedging is less than the Term Outstandings, a Debtor may (but, subject to the Debt Documents shall be under no obligation to) enter into additional hedging arrangements to increase the Total Interest Rate Hedging; or

(ii) the Total Exchange Rate Hedging is less than the Term Outstandings, a Debtor may (but, subject to the Debt Documents, shall be under no obligation to) enter into additional hedging arrangements to increase the Total Exchange Rate Hedging.

(c) If any reduction in the Term Outstandings results in:

(i) an Interest Rate Hedge Excess then, within ten Business Days of that reduction becoming effective in accordance with the terms of the relevant Debt Document, the relevant Debtor(s) shall, and the Parent shall procure that the relevant Debtor(s) shall, reduce each Hedge Counterparty's Interest Rate Hedging by that Hedge Counterparty's Interest Rate Hedging Proportion of that Interest Rate Hedge Excess by terminating or closing out any relevant hedging transaction(s) in full or in part, as may be necessary; or

(ii) an Exchange Rate Hedge Excess then, within ten Business Days of that reduction becoming effective in accordance with the terms of the relevant Debt Document, the relevant Debtor(s) shall, and the Parent shall procure that the relevant Debtor(s) shall, reduce each Hedge Counterparty's Exchange Rate Hedging by that Hedge Counterparty's Exchange Rate Hedging Proportion of that Exchange Rate Hedge Excess by terminating or closing out any relevant hedging transaction(s) in full or in part, as may be necessary,

in each case, provided that the Parent or another member of the Group notifies the relevant Hedge Counterparty of such excess no more than five Business Days after the reduction becoming effective, provided further that each reduction of a Hedge Counterparty’s Interest Rate Hedging or Exchange Rate Hedging (as the case may be) will be done on a pro rata basis across all relevant Hedge Counterparties affected by such reduction relating to an Interest Rate Hedge Excess or Exchange Rate Hedge Excess (as the case may be).

(d) The relevant Debtor(s) shall, and the Parent shall procure that the relevant Debtor(s) will, pay to that Hedge Counterparty (in accordance with the relevant Hedging Agreement) an amount equal to the sum of all payments (if any) that become due from each relevant Debtor to a Hedge Counterparty under the relevant Hedging Agreement(s) as a result of any action described in paragraph (c) above.

(e) Each Hedge Counterparty shall co-operate in any process described in paragraph (d) above and shall pay (in accordance with the relevant Hedging Agreement(s)) any

amount that becomes due from it under the relevant Hedging Agreement(s) to a Debtor as a result of any action described in paragraph (c) above.

5.14 On or after Super Senior Debt Discharge Date / Pari Passu Debt Discharge Date / Priority Discharge Date

(a) At any time on or after the Super Senior Debt Discharge Date, no action occurring on or after the Super Senior Debt Discharge Date in respect of the Hedging Liabilities which is permitted under any of Clause 5.3 (Permitted Payments: Hedging Liabilities), Clause 5.5 (No Acquisition of Hedging Liabilities) or Clause 5.9 (Permitted Enforcement: Hedge Counterparties) by reason of the prior consent of the Required Super Senior Creditors shall be permitted if such action would result in a breach of any Pari Passu Debt Document (unless the prior written consent of the Required Pari Passu Creditors has been obtained or the Pari Passu Discharge Date has occurred).

(b) At any time on or after the Pari Passu Debt Discharge Date, no action occurring on or after the Pari Passu Debt Discharge Date in respect of the Hedging Liabilities which is permitted under any of Clause 5.3 (Permitted Payments: Hedging Liabilities), Clause 5.5 (No Acquisition of Hedging Liabilities) or Clause 5.9 (Permitted Enforcement: Hedge Counterparties) by reason of the prior consent of the Required Pari Passu Creditors shall be permitted if such action would result in a breach of any Second Lien Debt Document (unless the prior written consent of the Required Second Lien Creditors has been obtained or the Second Lien Discharge Date has occurred).

(c) At any time on or after the Priority Discharge Date, no action occurring on or after the Priority Discharge Date in respect of the Hedging Liabilities which is permitted under any of Clause 5.3 (Permitted Payments: Hedging Liabilities), Clause 5.5 (No Acquisition of Hedging Liabilities) or Clause 5.9 (Permitted Enforcement: Hedge Counterparties) by reason of the prior consent of the Required Super Senior Creditors, Required Pari Passu Creditors and/or the Required Second Lien Creditors shall be permitted if such action would result in a breach of any Senior Subordinated Debt Document (unless the prior written consent of the Required Senior Subordinated Creditors has been obtained or the Senior Subordinated Discharge Date has occurred).

5.15 Hedge Counterparties’ Guarantee and Indemnity

Each Debtor agrees that it will be bound by the obligations set out in Schedule 5 (Hedge Counterparties’ Guarantee and Indemnity).

6. Second Lien Creditors and Second Lien Liabilities

6.1 Incurrence of Second Lien Liabilities

Until the Senior Discharge Date, the Debtors shall not (and shall procure that no other member of the Group will) enter into any Second Lien Debt Document or Second Lien Guarantee, borrow any Second Lien Facility, issue any Second Lien Notes or allow any Second Lien Liabilities to remain outstanding unless:

(a) any Second Lien Liabilities incurred by the Parent are solely Guarantee Liabilities incurred pursuant to a Second Lien Guarantee;

(b) each issuer, borrower and Second Lien Guarantor of or in respect of the relevant Second Lien Debt Liabilities and each Second Lien Creditor (if not already a Party in such capacity) becomes a Party in accordance with Clause 28 (Changes to the Parties) before or concurrently with the incurrence of the Second Lien Debt Liabilities;

(c) if the Super Senior Debt Discharge Date has not occurred, such incurrence and subsistence of the Second Lien Debt Liabilities and the application of the proceeds thereof is not prohibited by any Super Senior Debt Document (or has been approved by the Required Super Senior Creditors);

(d) if the Pari Passu Debt Discharge Date has not occurred, such incurrence and subsistence of the Second Lien Debt Liabilities and the application of the proceeds thereof is not prohibited by the Senior Secured Facilities Agreements or any other Pari Passu Debt Document (or has been approved by the Required Pari Passu Creditors);

(e) if the Second Lien Debt Discharge Date has not occurred, such incurrence and subsistence of the Second Lien Debt Liabilities and the application of the proceeds thereof is not prohibited by any other Second Lien Debt Document (or has been approved by the Required Second Lien Creditors); and

(f) if the Senior Subordinated Debt Discharge Date has not occurred, such incurrence and subsistence of the Second Lien Debt Liabilities and the application of the proceeds thereof is not prohibited by any Senior Subordinated Debt Document (or has been approved by the Required Senior Subordinated Creditors).

6.2 Restriction on Payment: Second Lien Debt Liabilities

The Debtors shall not and shall procure that no other member of the Group will, make any Payments of the Second Lien Debt Liabilities at any time unless:

(a) that Payment is permitted under Clause 6.3 (Permitted Payments: Second Lien Debt Liabilities); or

(b) the taking or receipt of that Payment is permitted under paragraph (b)(iii) of Clause 6.13 (Permitted Enforcement: Second Lien Debt Creditors).

6.3 Permitted Payments: Second Lien Debt Liabilities

The Debtors may:

(a) prior to the Senior Discharge Date, make Payments to the Second Lien Debt Creditors in respect of the Second Lien Debt Liabilities then due in accordance with the Second Lien Debt Documents:

(i) if no Second Lien Payment Stop Notice is outstanding and no Second Lien Automatic Block Event has occurred and is continuing and the Payment is:

(A) of any principal amount of the Second Lien Debt Liabilities in accordance with:

(1) any provision in a Second Lien Facility Agreement which is an Equivalent Provision to section 3.03 (Illegality) of the Senior Secured Term Facilities Agreement provided that the relevant illegality does not arise as a result of action taken by a Second Lien Creditor which is taken with the intention of trigger prepayment under such provision;

(2) any provision in a Second Lien Facility Agreement which gives a member of the Group the right to cancel and repay debt in relation to a single Second Lien Debt Creditor, provided that no Event of Default is continuing under a Pari Passu Debt Document;

(3) any provision in a Second Lien Facility Agreement which is an Equivalent Provision to section 3.08 (Replacement of Lenders under Certain Circumstances) of the Senior Secured Term Facilities Agreement and provided that no Event of Default is continuing under a Pari Passu Debt Document; or

(4) Clause 19 (Non-Distressed Disposals);

(B) of any amount the payment of which is not prohibited by any provision of the original form of the Senior Secured Facilities Agreements or (I) an Equivalent Provision in any other Super Senior Debt Document or a Pari Passu Debt Document or (II) the Senior Secured Facilities Agreements as amended, novated, supplemented or restated (for the purposes of this sub-paragraph (B) as so amended, novated, extended, supplemented or restated, the “Amended SSFA”) provided that the prohibitions contained in such Equivalent Provision or the Amended SSFA (as applicable) are not materially more onerous than those in the original form of the Senior Secured Facilities Agreements (and if they are, the terms of the original form of the Senior Secured Facilities Agreements shall be deemed to apply);

(C) of any amount of principal the payment of which is on or after the final maturity of the Second Lien Liabilities, provided that such maturity date complies with the terms of the Super Senior Debt Documents and the Pari Passu Debt Documents (if any);

(D) of scheduled cash interest payable in accordance with the terms of the original form of the Second Lien Debt Documents;

(E) of non-cash interest made by way of the capitalisation of interest or by the issuance of a non-cash pay financial instrument evidencing the same which is subordinated to the Super Senior Liabilities and the Pari Passu Liabilities on the same terms as the other Second Lien Liabilities;

(F) of an amount of the Second Lien Debt Liabilities outstanding which would have been permitted to be paid in cash but for the issue of a Second Lien Payment Stop Notice (which has since expired) and which has been capitalised and added to the principal amount of the Second Lien Debt Liabilities or where that amount is outstanding as a result of the accrual of cash interest payable in respect of the Second Lien Debt Liabilities during a period when a Second Lien Payment Stop Notice was outstanding;

(G) of any amount due under the original form of any fee letter(s), any upfront fee/OID letter, any compensation relating to the Second Lien Debt Documents in relation to an increase in the principal amount of the Second Lien Debt Liabilities that is not prohibited by the terms of the Super Senior Debt Documents or the Pari Passu Debt Documents (if any);

(H) made in pursuance of a debt buyback programme in relation to Second Lien Liabilities provided such Payment is not prohibited under the Super Senior Debt Documents or the Pari Passu Debt Documents;

(I) of costs, commissions, Taxes, premiums and expenses incurred in respect of (or reasonably incidental to) the refinancing of the Second Lien Liabilities, provided that such refinancing is permitted by and in compliance with the Super Senior Debt Documents and the Pari Passu Debt Documents;

(J) of an amendment, consent and/or waiver fee in respect of any consent granted under, or waiver or amendment of any provision of, a Second Lien Facility Agreement or Second Lien Notes Indenture in an amount which, when expressed as a percentage of the principal amount of the Second Lien Debt Liabilities (or the affected principal amount), does not exceed the amount of the corresponding amendment, consent and/or waiver fee which has been paid to (a) the Super Senior Debt Creditors under each relevant Super Senior Facility Agreement (when expressed as a percentage of the principal amount of the Super Senior Debt Liabilities owed to the Super Senior Debt Creditors (or the affected principal amount)), and (b) the Pari Passu Debt Creditors under each relevant Pari Passu Facility Agreement (when expressed as a percentage of the principal amount of the Pari Passu Debt Liabilities owed to the Pari Passu Debt Creditors (or the affected principal amount));

(K) made after the occurrence of an Event of Default under any of the Super Senior Debt Documents, any of the Pari Passu Debt Documents or any of the Second Lien Debt Documents which is continuing and is of all or part of the Second Lien Debt Liabilities as a result of those Second Lien Debt Liabilities being released or otherwise discharged solely in consideration for the issue of shares in any Holding Company of the Parent (each a “Debt for Equity Swap”) provided that:

(1) no cash or cash equivalent payment is made in respect of those Second Lien Debt Liabilities;

(2) such Debt for Equity Swap does not result in a Change of Control under and as defined in any Pari Passu Facility Agreement or any Pari Passu Notes Indenture; and

(3) any Liabilities owed by a member of the Group to another member of the Group or any other Holding Company of the Parent that arise as a result of any such Debt for Equity Swap are subordinated to the Super Senior Debt Liabilities and the Pari Passu Debt Liabilities pursuant to this Agreement and (subject to the Agreed Security Principles) the Super Senior Debt Creditors and the Pari Passu Debt Creditors are granted Transaction Security in respect of any of those Liabilities owed by a member of the Group;

(L) if the Required Super Senior Creditors and the Required Pari Passu Creditors give prior consent to that Payment being made;

(M) of, if an Event of Default is continuing under the Second Lien Debt Documents, commercially reasonable advisory/work fees and professional fees, costs or expenses for restructuring advice and valuations (including legal advice and the advice of other appropriate financial and/or restructuring advisers) and any fees, costs or

expenses of the Second Lien Agent and Second Lien Notes Trustee not covered by paragraph (I) or (J) above in an amount not exceeding EUR 2,000,000.00 (or its equivalent in other currencies) in aggregate until this Agreement terminates, but excluding any fees, costs or expenses incurred in connection with any current, threatened or pending litigation against any (a) Super Senior Debt Creditor or any Affiliate of any Super Senior Debt Creditor or (b) Pari Passu Debt Creditor or any Affiliate of any Pari Passu Debt Creditor; or

(ii) if a Second Lien Payment Stop Notice is outstanding and/or a Second Lien Automatic Block Event has occurred and is continuing and the Payment is:

(A) described in paragraphs (a)(i)(A)(1), (E), (J), (K), (L) and (M) of this Clause 6.3; or

(B) of Creditor Representative Amounts due and payable to the Creditor Representative(s) in respect of the Second Lien Facility Lenders and the Second Lien Noteholders; and

(b) on or after the Senior Discharge Date, make Payments to the Second Lien Creditors in respect of the Second Lien Liabilities in accordance with the Second Lien Debt Documents,

provided that, in each case, such payment is not prohibited under the Senior Secured Facilities Agreements.

6.4 Issue of Second Lien Payment Stop Notice

(a) A Second Lien Payment Stop Notice is “outstanding” during the period from the date on which, following the occurrence of a Second Lien Payment Stop Event, the relevant Creditor Representative in respect of the relevant Pari Passu Liabilities (the “Relevant Representative”) issues a notice (a “Second Lien Payment Stop Notice”) to each Creditor Representative in respect of the Second Lien Liabilities, to the Parent and to the Common Security Agent advising that that Second Lien Payment Stop Event has occurred and is continuing and suspending Payments of the Second Lien Liabilities until the first to occur of:

(i) the date which is one hundred and twenty (120) days after the date of issue of the Second Lien Payment Stop Notice;

(ii) if a Second Lien Standstill Period commences after the issue of a Second Lien Payment Stop Notice, the date on which that Second Lien Standstill Period expires;

(iii) the date on which the Second Lien Payment Stop Event in respect of which that Second Lien Payment Stop Notice was issued is no longer continuing and, if the relevant (A) Super Senior Liabilities have been accelerated, such acceleration has been rescinded, revoked or waived, provided that at such time no other Event of Default is continuing under any Super Senior Debt Document and/or (B) Pari Passu Liabilities have been accelerated, such acceleration has been rescinded, revoked or waived, provided that at such time no other Event of Default is continuing under any Super Senior Debt Document or Pari Passu Debt Document;

(iv) the date on which the Relevant Representative which issued the Second Lien Payment Stop Notice (and, if at such time a Second Lien Payment Stop Event is continuing (other than in relation to the debt in respect of which the notice

was given) the Relevant Representative in respect of that other debt) delivers a notice to the Parent, the Common Security Agent and each Creditor Representative in respect of the relevant Second Lien Liabilities cancelling the Second Lien Payment Stop Notice; and

(v) the Senior Discharge Date.

(b) No Second Lien Payment Stop Notice may be served in reliance on a particular Second Lien Payment Stop Event more than ninety (90) days after each of the Relevant Representatives in respect of the relevant Super Senior Debt Liabilities and the relevant Pari Passu Debt Liabilities receives a notice under the relevant Super Senior Debt Document or Pari Passu Debt Document, as applicable, advising of the occurrence of the Event of Default constituting that Second Lien Payment Stop Event.

(c) A Creditor Representative may serve only one Second Lien Payment Stop Notice each with respect to the same event or set of circumstances provided that if a Second Lien Payment Stop Notice has been served as a result of a Financial Covenant Event of Default as defined in the Senior Secured Revolving Facilities Agreement (or any Equivalent Provision under any Super Senior Debt Document or Pari Passu Debt Document, as applicable), any subsequent Financial Covenant Event of Default under the Senior Secured Revolving Facilities Agreement (or any Equivalent Provision under any Super Senior Debt Document or Pari Passu Debt Document, as applicable) shall constitute a new set of circumstances. Subject to paragraph (b) above, this shall not affect the right of that or any other Creditor Representative to issue a Second Lien Payment Stop Notice in respect of any other event or set of circumstances.

(d) No more than one Second Lien Payment Stop Notice may be served in any period of 365 days (not taking into account any Second Lien Payment Stop Notice which ceases to be outstanding pursuant to paragraph (a)(iii) above).

6.5 Effect of Second Lien Payment Stop Event or Second Lien Automatic Block Event

Any failure to make a Payment due under the Second Lien Debt Documents as a result of the issue of a Second Lien Payment Stop Notice or the occurrence of a Second Lien Automatic Block Event shall not prevent:

(a) the occurrence of an Event of Default as a consequence of that failure to make a Payment in relation to the relevant Second Lien Debt Document; or

(b) the issue of a Second Lien Enforcement Notice on behalf of the Second Lien Debt Creditors.

6.6 Payment Obligations and Capitalisation of Interest Continue

(a) No Debtor shall be released from the liability to make any Payment (including of default interest, which shall continue to accrue) under any Second Lien Debt Document by the operation of Clauses 6.2 (Restriction on Payment: Second Lien Debt Liabilities) to 6.5 (Effect of Second Lien Payment Stop Event or Second Lien Automatic Block Event) even if its obligation to make that Payment is restricted at any time by the terms of any of those Clauses.

(b) The accrual and capitalisation of interest in accordance with the Second Lien Debt Documents shall continue notwithstanding the issue of a Second Lien Payment Stop Notice or the occurrence of a Second Lien Automatic Block Event.

6.7 Cure of Payment Stop: Second Lien Debt Creditors

If:

(a) at any time following the issue of a Second Lien Payment Stop Notice or the occurrence of a Second Lien Automatic Block Event, that Second Lien Payment Stop Notice ceases to be outstanding and/or (as the case may be) the Second Lien Automatic Block Event ceases to be continuing; and

(b) the relevant Debtor then promptly pays to the Second Lien Debt Creditors an amount equal to any Payments which had accrued under the Second Lien Debt Documents and which would have been Permitted Second Lien Debt Payments but for that Second Lien Payment Stop Notice or Second Lien Automatic Block Event,

then any Event of Default which may have occurred as a result of that suspension of Payments shall be waived and any Second Lien Enforcement Notice which may have been issued as a result of that Event of Default shall be waived and revoked, in each case without any further action being required on the part of the Second Lien Debt Creditors.

6.8 No Acquisition of Second Lien Liabilities

(a) Subject to paragraph (b) below, the Debtors shall not, and shall procure that no other member of the Group will, enter into any Liabilities Acquisition in respect of the Second Lien Liabilities or beneficially own all or any part of the share capital of a company that is a party to a Liabilities Acquisition in respect of the Second Lien Liabilities.

(b) Paragraph (a) above shall not apply in respect of any action which occurs:

(i) in accordance with other provisions of this Agreement and is not otherwise prohibited by any provision of the original form of the Senior Secured Facilities Agreements or (I) an Equivalent Provision in any other Super Senior Debt Document or Pari Passu Debt Document, as applicable or (II) the Senior Secured Facilities Agreements as amended, novated, supplemented or restated (for the purposes of this paragraph (b) as so amended, novated, extended, supplemented or restated, the “Amended SSFA”) provided that the prohibitions contained in such Equivalent Provision or the Amended SSFA (as applicable) are not materially more onerous than those in the original form of the Senior Secured Facilities Agreements (and if they are, the terms of the original form of the Senior Secured Facilities Agreements shall be deemed to apply); or

(ii) either:

(A) in order to effect a Liabilities Acquisition of Second Lien Debt Liabilities the Payment of which would have otherwise constituted a Permitted Second Lien Debt Payment;

(B) in order to effect a Liabilities Acquisition of Second Lien Hedging Liabilities the Payment of which would have otherwise constituted a Permitted Hedge Payment;

(C) on or after the Senior Discharge Date; or

(D) with the prior consent of the Required Super Senior Creditors and the Required Pari Passu Creditors,

and in accordance with the Second Lien Debt Documents.

6.9 Amendments and Waivers: Second Lien Debt Creditors

(a) Subject to paragraph (b) below, the Second Lien Debt Creditors may amend or waive the terms of the Second Lien Debt Documents (other than this Agreement or any Transaction Security Document) in accordance with their terms (and subject to any consent required under them) at any time.

(b) Prior to the Senior Discharge Date, the Second Lien Debt Creditors may not amend or waive the terms of the Second Lien Debt Documents if the amendment or waiver would result in any Second Lien Debt Documents (i) not complying with this Agreement, any Super Senior Debt Document or any Pari Passu Debt Document or (ii) result in any increase to the principal amount of the Second Lien Liabilities which is prohibited by the terms of the Super Senior Debt Documents, the Pari Passu Debt Documents, in each case without the prior consent of the Required Super Senior Creditors and the Required Pari Passu Creditors.

6.10 Designation of Second Lien Debt Documents

If:

(a) the terms of a document to be designated as a Second Lien Debt Document do not comply with Clause 6.1 (Incurrence of Second Lien Liabilities); or

(b) the terms of a document effect a change which would, if that change was effected by way of amendment to, or waiver of, the terms of a Second Lien Debt Document, require the consent of the Required Super Senior Creditors and the Required Pari Passu Creditors,

that document shall not constitute a Second Lien Debt Document for the purposes of this Agreement without the prior consent of the Required Super Senior Creditors and the Required Pari Passu Creditors.

6.11 Security and Guarantees: Second Lien Debt Creditors

At any time prior to the Senior Discharge Date, the Second Lien Debt Creditors may not take, accept or receive the benefit of any Security (or over the assets of or over the shares in) from any Debtor, any Security Grantor or any member of the Group, or any guarantee, indemnity or other assurance against loss from any Debtor or any member of the Group in respect of the Second Lien Debt Liabilities other than:

(a) as permitted under the Super Senior Debt Documents and the Pari Passu Debt Documents and which (1) in the case of any guarantee, indemnity or assurance against loss, is offered to the other Primary Creditors in respect of their respective liabilities and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) or (2) in the case of any Security is offered (x) to the Common Security Agent as trustee and/or agent for the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities, or (y) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Common Security Agent as trustee and/or agent for the Priority Creditors (and, if applicable, the Senior Subordinated Creditors) (A) to the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors) in respect of their Liabilities, or (B) to the Common Security Agent under a parallel debt, joint and several creditorship or other similar or equivalent structure for the benefit of the other Priority Creditors (and, if such Transaction Security relates to the Common Charged Property, the Senior Subordinated Creditors)

in respect of their Liabilities, and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2.2 (Transaction Security);

(b) the Priority Creditor Only Transaction Security and the Common Transaction Security;

(c) the Notes Escrow Security; and

(d) the Second Lien Guarantees and any guarantee, indemnity or assurance against loss granted pursuant to the terms of any Second Lien Debt Document, in each case provided such Second Lien Guarantee or other guarantee, indemnity or assurance against loss is from a Debtor which is a guarantor in respect of the Priority Creditor Debt Liabilities and is permitted under the Super Senior Debt Documents and the Pari Passu Debt Documents,

unless the prior consent of the Required Super Senior Creditors and the Required Pari Passu Creditors is obtained.

6.12 Restriction on Enforcement: Second Lien Debt Creditors

Subject to Clause 6.13 (Permitted Enforcement: Second Lien Debt Creditors), no Second Lien Debt Creditor shall be entitled to take any Enforcement Action in respect of any of the Second Lien Debt Liabilities prior to the Senior Discharge Date, except with the prior consent of, or at the request of, an Instructing Group.

6.13 Permitted Enforcement: Second Lien Debt Creditors

(a) Each Second Lien Debt Creditor may take Enforcement Action which would be available to it but for Clause 6.12 (Restriction on Enforcement: Second Lien Debt Creditors) in respect of any of the Second Lien Debt Liabilities if at the same time as, or prior to, that action and subject to Clause 6.14 (Restriction on Enforcement against Debtors: Second Lien Debt Creditors):

(i) a Super Senior Acceleration Event has occurred in which case each Second Lien Debt Creditor may take the same Enforcement Action (other than Enforcement of Transaction Security) (but in respect of the Second Lien Debt Liabilities) as constitutes that Super Senior Acceleration Event and only in respect of the same person;

(ii) a Pari Passu Acceleration Event has occurred in which case each Second Lien Debt Creditor may take the same Enforcement Action (other than Enforcement of Transaction Security) (but in respect of the Second Lien Debt Liabilities) as constitutes that Pari Passu Acceleration Event and only in respect of the same person;

(iii) a Creditor Representative in respect of any Second Lien Notes or Second Lien Facility has given notice (a “Second Lien Enforcement Notice”) to the Common Security Agent specifying that there has occurred and is continuing an Event of Default under the Second Lien Debt Documents in respect of which it is the Creditor Representative; and

(A) a period (a “Second Lien Standstill Period”) of not less than:

(1) 120 days in the case of an Event of Default arising from a failure to make a payment of an amount of principal, interest or fees representing the Second Lien Debt Liabilities; and

(2) 150 days in the case of any other Event of Default under a Second Lien Debt Document,

has elapsed from the date on which that Second Lien Enforcement Notice becomes effective in accordance with Clause 32.5 (Delivery); and

(B) that Event of Default is continuing at the end of the Second Lien Standstill Period; or

(iv) the Majority Super Senior Creditors and the Required Pari Passu Creditors have given their prior consent.

(b) After the occurrence of an Insolvency Event in relation to a Debtor or Security Grantor against whom an Enforcement Action has been taken, each Second Lien Debt Creditor may (unless otherwise directed by the Common Security Agent or unless the Common Security Agent has taken, or has given notice that it intends to take, action on behalf of that Second Lien Debt Creditor in accordance with Clause 14.5 (Filing of Claims)) exercise any right they may otherwise have against that Security Grantor or that Debtor to:

(i) accelerate any of that Security Grantor’s or Debtor’s Second Lien Debt Liabilities or declare them prematurely due and payable or payable on demand;

(ii) make a demand under any guarantee, indemnity or other assurance against loss given by that Debtor or that Security Grantor, as applicable, in respect of any Second Lien Debt Liabilities;

(iii) exercise any right of set-off or take or receive any Payment in respect of any Second Lien Debt Liabilities of that Debtor or that Security Grantor, as applicable; or

(iv) claim and prove in the liquidation, administration or other insolvency proceedings of that Debtor or that Security Grantor, as applicable, for the Second Lien Debt Liabilities owing to it.

6.14 Restriction on Enforcement against Debtors: Second Lien Debt Creditors

(a) Subject to paragraph (b) below, if the Common Security Agent (or any Receiver or Delegate appointed under any of the Transaction Security Documents) has given notice to the Creditor Representatives under the Second Lien Debt Documents that the Transaction Security over shares in a Debtor or any Holding Company of a Debtor is being enforced (or that any formal steps are being taken to enforce that Transaction Security) by the sale or Appropriation of shares which are subject to that Transaction Security, no Second Lien Debt Creditor may take Enforcement Action against that Debtor, Holding Company or applicable Security Grantor or their Subsidiaries or against any Property of that Debtor, Holding Company or applicable Security Grantor or their Subsidiaries in respect of any of the Second Lien Debt Liabilities where such Enforcement Action might be reasonably likely to adversely affect such enforcement or the amount of proceeds to be derived therefrom.

(b) Paragraph (a) above shall not apply:

(i) to the extent that the Common Security Agent is taking that action on the instructions of the Majority Second Lien Creditors pursuant to Clause 17.4 (Manner of Enforcement: Priority Creditor Only Transaction Security and Common Transaction Security); and

(ii) to action taken pursuant to paragraph (b) of Clause 6.13 (Permitted Enforcement: Second Lien Debt Creditors).

7. Options to Purchase and Hedge Transfers

7.1 Option to Purchase: Senior Secured Facilities Lenders

(a) Purchasing Senior Secured Term Facilities Lenders:

(i) The Senior Secured Term Facilities Lenders (or any of them) (the “Purchasing Senior Secured Term Facilities Lenders”) may (i) at any time subject to receiving the consent of the Swedish Borrower and the relevant Senior Secured Revolving Facilities Creditor(s) or (ii) at any time following the occurrence of any of the following: (A) any Distress Event, (B) a payment default under the Senior Secured Revolving Facilities Agreement that has not been cured or waived by the applicable Senior Secured Revolving Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Revolving Facilities Agreement upon the final maturity thereof, (C) [reserved], (D) the occurrence and the continuance of any payment default under the Senior Secured Term Facilities Agreement that has not been cured or waived by the applicable Senior Secured Term Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Term Facilities Agreement upon the final maturity or (E) the occurrence of an Insolvency Event, by giving not less than ten days’ notice to the Common Security Agent, require the transfer to them (or to a nominee or nominees) all, but not part of the rights, benefits and obligations (including the commitments therefor) in respect of the Senior Secured Revolving Facilities Liabilities (a “Revolving Facilities Liabilities Transfer”) if:

(A) that transfer is lawful;

(B) any conditions relating to such a transfer contained in the Senior Secured Revolving Facilities Documents are complied with (including satisfactory transfer documentation), other than:

(1) any requirement to obtain the consent of, or consult with, any Debtor or other member of the Group or the Senior Secured Revolving Facilities Agent or any other person relating to such transfer, which consent or consultation shall not be required; and

(2) any requirement as to the quantum of such transfer;

(C) the Creditor Representative(s), on behalf of the relevant Senior Secured Revolving Facilities Creditor, is paid an amount equal to the aggregate of:

(1) all of the Senior Secured Revolving Facilities Creditor’s Senior Secured Revolving Facilities Liabilities at that time (whether or not due) at par, and including for the avoidance of doubt any principal, interest, fees or other amounts; and

(2) all costs and expenses (including legal fees) incurred by the Creditor Representative(s) and/or the Senior Secured Revolving Facilities Creditor as a consequence of giving effect to that transfer;

(D) as a result of that transfer the Senior Secured Revolving Facilities Creditors have no further actual or contingent liability to any Debtor

under the Senior Secured Revolving Facilities Agreement in their capacity as Senior Secured Revolving Facilities Creditors;

(E) notwithstanding anything to the contrary in this Agreement or the Senior Secured Revolving Facilities Agreement, each Senior Secured Revolving Facilities Creditor will retain all rights to indemnification provided in the relevant Senior Secured Revolving Facilities Document for all claims and other amounts relating to periods prior to the purchase of the Senior Secured Revolving Facilities Liabilities pursuant to this Section 7.1(a)(i);

(F) the transfer is made without recourse to, or representation or warranty from, the Senior Secured Revolving Facilities Lenders, except that each Senior Secured Revolving Facilities Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and

(G) any undrawn Commitments under the Senior Secured Revolving Facilities Agreement shall (unless the relevant Lenders under the relevant Senior Secured Revolving Facilities Agreement and the Purchasing Senior Secured Term Facilities Lenders otherwise agree) be cancelled with effect from the date on which the Purchasing Senior Secured Term Facilities Lenders give notice to the Parent of a Revolving Facilities Liabilities Transfer in accordance with paragraph (a)(a) above.

In the event that any Purchasing Senior Secured Term Facilities Lenders exercise the purchase option set forth in this Section 7.1(a)(i), the Purchasing Senior Secured Term Facilities Lenders shall have the right, but not the obligation, to require the agents under Senior Secured Revolving Facilities Agreement to immediately resign upon the closing of such purchase.

(ii) The Purchasing Senior Secured Term Facilities Lenders (or any of them) may (i) at any time subject to receiving the consent of the Swedish Borrower and the Senior Secured Export Credit Agency Facilities Lenders or (ii) at any time following the occurrence of any of the following: (A) any Distress Event, (B) a payment default under the Senior Secured Export Credit Agency Facilities Agreement that has not been cured or waived by the applicable Senior Secured Export Credit Agency Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Export Credit Agency Facilities Agreement upon the final maturity thereof, (C) [reserved], (D) the occurrence and the continuance of any payment default under the Senior Secured Term Facilities Agreement that has not been cured or waived by the applicable Senior Secured Export Credit Agency Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Term Facilities Agreement upon the final maturity or (E) the occurrence of an Insolvency Event, by giving not less than ten days’ notice to the Common Security Agent, require the transfer to them (or to a nominee or nominees) all, but not part of the rights, benefits and obligations (including the commitments therefor) in respect of the Senior Secured Export Credit Agency Facilities Liabilities (a “Senior Secured Export Credit Agency Liabilities Transfer”) if:

(A) that transfer is lawful;

(B) any conditions relating to such a transfer contained in the Senior Secured Export Credit Agency Facilities Documents are complied with (including satisfactory transfer documentation), other than:

(1) any requirement to obtain the consent of, or consult with, any Debtor or other member of the Group or the Senior Secured Export Credit Agency Facilities Agent or any other person relating to such transfer, which consent or consultation shall not be required; and

(2) any requirement as to the quantum of such transfer;

(C) the Creditor Representative(s), on behalf of the relevant Senior Secured Export Credit Agency Facilities Creditor, is paid an amount equal to the aggregate of:

(1) all of the Senior Secured Export Credit Agency Facilities Creditor’s Senior Secured Export Credit Agency Facilities Liabilities at that time (whether or not due) at par, and including for the avoidance of doubt any principal, interest, fees or other amounts; and

(2) all costs and expenses (including legal fees) incurred by the Creditor Representative(s) and/or the Senior Secured Export Agency Facilities Creditor as a consequence of giving effect to that transfer;

(D) as a result of that transfer the Senior Secured Export Credit Agency Facilities Creditors have no further actual or contingent liability to any Debtor under the Senior Secured Export Credit Agency Facilities Agreement in their capacity as Senior Secured Export Credit Agency Facilities Creditors;

(E) notwithstanding anything to the contrary in this Agreement or the Senior Secured Export Credit Agency Facilities Agreement, each Senior Secured Export Credit Agency Facilities Creditor will retain all rights to indemnification provided in the relevant Senior Secured Export Credit Agency Facilities Documents for all claims and other amounts relating to periods prior to the purchase of the Senior Secured Export Credit Agency Facilities Liabilities pursuant to this Section 7.1(a)(ii);

(F) the transfer is made without recourse to, or representation or warranty from, the Senior Secured Export Credit Agency Facilities Lenders, except that each Senior Secured Export Credit Agency Facilities Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and

(G) any undrawn Commitments under the Senior Secured Export Credit Agency Facilities shall (unless the relevant Lenders under the relevant Senior Secured Export Credit Agency Facilities Agreement and the Purchasing Senior Secured Term Facilities Lenders otherwise agree) be cancelled with effect from the date on which the Purchasing Senior Secured Term Facilities Lenders give notice to the Parent of a

Senior Secured Export Credit Agency Liabilities Transfer in accordance with paragraph (ii) above.

In the event that any Purchasing Senior Secured Term Facilities Lenders exercise the purchase option set forth in this Section 7.1(a)(ii), the Purchasing Senior Secured Term Facilities Lenders shall have the right, but not the obligation, to require the agents under Senior Secured Export Credit Agency Facilities to immediately resign upon the closing of such purchase.

(iii) The relevant Creditor Representative shall, at the request of the Purchasing Senior Secured Term Facilities Lender (acting as a whole), notify the Purchasing Senior Secured Term Facilities Lender of the sum of the amounts described in paragraphs (a)(i)(C) and (a)(ii)(C) above, as applicable.

(b) Purchasing Senior Secured Revolving Facilities Lenders:

(i) The Senior Secured Revolving Facilities Lenders (or any of them) (the “Purchasing Senior Secured Revolving Facilities Lenders”) may (i) at any time subject to receiving the consent of the Swedish Borrower and the relevant Senior Secured Term Facilities Creditor(s) or (ii) at any time following the occurrence of any of the following: (A) any Distress Event, (B) a payment default under the Senior Secured Term Facilities Agreement that has not been cured or waived by the applicable Senior Secured Term Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Term Facilities Agreement upon the final maturity thereof, (C) [reserved], (D) the occurrence and the continuance of any payment default under the Senior Secured Revolving Facility Agreement that has not been cured or waived by the applicable Senior Secured Revolving Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Revolving Facility Agreement upon the final maturity or (E) the occurrence of an Insolvency Event, by giving not less than ten days’ notice to the Common Security Agent, require the transfer to them (or to a nominee or nominees) all, but not part of the rights, benefits and obligations (including the commitments therefor) in respect of the Senior Secured Term Facilities Liabilities (a, “Term Liabilities Transfer”) if:

(A) that transfer is lawful;

(B) any conditions relating to such a transfer contained in the Senior Secured Term Facilities Documents are complied with (including satisfactory transfer documentation), other than:

(1) any requirement to obtain the consent of, or consult with, any Debtor or other member of the Group or the Senior Secured Term Facilities Agent or any other person relating to such transfer, which consent or consultation shall not be required; and

(2) any requirement as to the quantum of such transfer;

(C) the Creditor Representative(s), on behalf of the relevant Senior Secured Term Facilities Creditor, is paid an amount equal to the aggregate of:

(1) all of the Senior Secured Term Facilities Creditor’s Senior Secured Term Facilities Liabilities at that time (whether or not due), at par including the “Prepayment

Premium” (as defined in the Senior Secured Term Facilities Agreement); and

(2) all costs and expenses (including legal fees) incurred by the Creditor Representative(s) and/or the Senior Secured Term Facilities Creditor as a consequence of giving effect to that transfer;

(D) as a result of that transfer the Senior Secured Term Facilities Creditors have no further actual or contingent liability to any Debtor under the Senior Secured Term Facilities Agreement in their capacity as Senior Secured Term Facilities Creditors;

(E) notwithstanding anything to the contrary in this Agreement or the Senior Secured Term Facilities Agreement, each Senior Secured Term Facilities Creditor will retain all rights to indemnification provided in the relevant Senior Secured Term Facilities Documents for all claims and other amounts relating to periods prior to the purchase of the Senior Secured Term Facilities Liabilities pursuant to this Section 7.1(b)(i); and

(F) the transfer is made without recourse to, or representation or warranty from, the Senior Secured Term Facilities Lenders, except that each Senior Secured Term Facilities Lenders shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer.

(ii) The Purchasing Senior Secured Revolving Facilities Lenders (or any of them) may (i) at any time subject to receiving the consent of the Swedish Borrower and the Senior Secured Export Credit Agency Facilities Lenders or (ii) at any time following the occurrence of any of the following: (A) any Distress Event, (B) a payment default under the Senior Secured Export Credit Agency Facilities Agreement that has not been cured or waived by the applicable Senior Secured Revolving Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Export Credit Agency Facilities Agreement upon the final maturity thereof, (C) [Reserved], (D) the occurrence and the continuance of any payment default under the Senior Secured Revolving Facilities Agreement that has not been cured or waived by the applicable Senior Secured Export Credit Agency Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Revolving Facilities Agreement upon the final maturity or (E) the occurrence of an Insolvency Event, by giving not less than ten days’ notice to the Common Security Agent, require the transfer to them (or to a nominee or nominees) all, but not part of the Senior Secured Export Credit Agency Liabilities Transfer if:

(A) that transfer is lawful;

(B) any conditions relating to such a transfer contained in the Senior Secured Export Credit Agency Facilities Documents are complied with (including satisfactory transfer documentation), other than:

(1) any requirement to obtain the consent of, or consult with, any Debtor or other member of the Group or the Senior Secured Export Credit Agency Facilities Agent or any other person

relating to such transfer, which consent or consultation shall not be required; and

(2) any requirement as to the quantum of such transfer;

(C) the Creditor Representative(s), on behalf of the relevant Senior Secured Export Credit Agency Facilities Creditor, is paid an amount equal to the aggregate of:

(1) all of the Senior Secured Export Credit Agency Facilities Creditor’s Senior Secured Export Credit Agency Facilities Liabilities at that time (whether or not due) at par; and

(2) all costs and expenses (including legal fees) incurred by the Creditor Representative(s) and/or the Senior Secured Export Agency Facilities Creditor as a consequence of giving effect to that transfer;

(D) as a result of that transfer the Senior Secured Export Credit Agency Facilities Creditors have no further actual or contingent liability to any Debtor under the Senior Secured Export Credit Agency Facilities Agreement in their capacity as Senior Secured Export Credit Agency Facilities Creditors;

(E) notwithstanding anything to the contrary in this Agreement or the Senior Secured Export Credit Agency Facilities Agreement, each Senior Secured Export Credit Agency Facilities Creditor will retain all rights to indemnification provided in the relevant Senior Secured Export Credit Agency Facilities Documents for all claims and other amounts relating to periods prior to the purchase of the Senior Secured Export Credit Agency Facilities Liabilities pursuant to this Section 7.1(b)(ii);

(F) the transfer is made without recourse to, or representation or warranty from, the Senior Secured Export Credit Agency Facilities Lenders, except that each Senior Secured Export Credit Agency Facilities Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and

(G) any undrawn Commitments under the Senior Secured Export Credit Agency Facilities shall (unless the relevant Lenders under the relevant Senior Secured Export Credit Agency Facilities Agreement and the Purchasing Senior Secured Revolving Facilities Lenders otherwise agree) be cancelled with effect from the date on which the Purchasing Senior Secured Revolving Facilities Lenders give notice to the Parent of a Senior Secured Export Credit Agency Liabilities Transfer in accordance with paragraph (ii) above.

(iii) The relevant Creditor Representative shall, at the request of the Purchasing Senior Secured Revolving Facilities Lender (acting as a whole) notify the Purchasing Senior Secured Revolving Facilities Lender of the sum of the amounts described in paragraphs (i)(C) and (ii)(C) above.

(c) Purchasing Senior Secured Export Credit Agency Facilities Lenders:

(i) The Senior Secured Export Credit Agency Facilities Lenders (or any of them) (the “Purchasing Senior Secured Export Credit Agency Facilities Lenders”) may (i) at any time subject to receiving the consent of the Swedish Borrower and the relevant Senior Secured Term Facilities Creditor(s) or (ii) at any time following the occurrence of any of the following: (A) any Distress Event, (B) a payment default under the Senior Secured Term Facilities Agreement that has not been cured or waived by the applicable Senior Secured Export Credit Agency Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Term Facilities Agreement upon the final maturity thereof, (C) [Reserved], (D) the occurrence and the continuance of any payment default under the Senior Secured Term Facilities Agreement that has not been cured or waived by the applicable Senior Secured Term Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Term Facilities Agreement upon the final maturity or (E) the occurrence of an Insolvency Event, by giving not less than ten days’ notice to the Common Security Agent, require the transfer to them (or to a nominee or nominees) all, but not part of the Term Liabilities Transfer if:

(A) that transfer is lawful;

(B) any conditions relating to such a transfer contained in the Senior Secured Term Facilities Documents are complied with (including satisfactory transfer documentation), other than:

(1) any requirement to obtain the consent of, or consult with, any Debtor or other member of the Group or the Senior Secured Term Facilities Agent or any other person relating to such transfer, which consent or consultation shall not be required; and

(2) any requirement as to the quantum of such transfer;

(C) the Creditor Representative(s), on behalf of the relevant Senior Secured Term Facilities Creditor, is paid an amount equal to the aggregate of:

(1) all of the Senior Secured Term Facilities Creditor’s Senior Secured Term Facilities Liabilities at that time (whether or not due) at par, including the “Prepayment Premium” (as defined in the Senior Secured Term Facilities Agreement); and

(2) all costs and expenses (including legal fees) incurred by the Creditor Representative(s) and/or the Senior Secured Term Facilities Creditor as a consequence of giving effect to that transfer;

(D) as a result of that transfer the Senior Secured Term Facilities Creditors have no further actual or contingent liability to any Debtor under the Senior Secured Term Facilities Agreement in their capacity as Senior Secured Term Facilities Creditors;

(E) notwithstanding anything to the contrary in this Agreement or the Senior Secured Term Facilities Agreement, each Senior Secured Term Facilities Creditor will retain all rights to indemnification provided in the relevant Senior Secured Term Facilities Document for

all claims and other amounts relating to periods prior to the purchase of the Senior Secured Term Facilities Liabilities pursuant to this Section 7.1(c)(i); and

(F) the transfer is made without recourse to, or representation or warranty from, the Senior Secured Term Facilities Lenders, except that each Senior Secured Term Facilities Lenders shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer.

(ii) The Senior Secured Export Credit Agency Facilities Lenders (or any of them) may (i) at any time subject to receiving the consent of the Swedish Borrower and the relevant Senior Secured Revolving Facilities Creditor(s) or (ii) at any time following the occurrence of any of the following: (A) any Distress Event, (B) a payment default under the Senior Secured Revolving Facilities Agreement that has not been cured or waived by the applicable Senior Secured Revolving Facilities Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Revolving Facilities Agreement upon the final maturity thereof, (C) [Reserved], (D) the occurrence and the continuance of any payment default under the Senior Secured Term Facilities Agreement that has not been cured or waived by the applicable Senior Secured Revolving Term Lenders within 30 days of the occurrence thereof or a payment default under the Senior Secured Term Facilities Agreement upon the final maturity or (E) the occurrence of an Insolvency Event, by giving not less than ten days’ notice to the Common Security Agent, require the transfer to them (or to a nominee or nominees) all, but not part of the Revolving Facilities Liabilities Transfer if:

(A) that transfer is lawful;

(B) any conditions relating to such a transfer contained in the Senior Secured Revolving Facilities Documents are complied with (including satisfactory transfer documentation), other than:

(1) any requirement to obtain the consent of, or consult with, any Debtor or other member of the Group or the Senior Secured Revolving Facilities Agent or any other person relating to such transfer, which consent or consultation shall not be required; and

(2) any requirement as to the quantum of such transfer;

(C) the Creditor Representative(s), on behalf of the relevant Senior Secured Revolving Facilities Creditor, is paid an amount equal to the aggregate of:

(1) all of the Senior Secured Revolving Facilities Creditor’s Senior Secured Revolving Facilities Liabilities at that time (whether or not due) at par, and including for the avoidance of doubt any principal, interest, fees or other amounts; and

(2) all costs and expenses (including legal fees) incurred by the Creditor Representative(s) and/or the Senior Secured Revolving Facilities Creditor as a consequence of giving effect to that transfer;

(D) as a result of that transfer the Senior Secured Revolving Facilities Creditors have no further actual or contingent liability to any Debtor under the Senior Secured Revolving Facilities Agreement in their capacity as Senior Secured Revolving Facilities Creditors;

(E) notwithstanding anything to the contrary in this Agreement or the Senior Secured Revolving Facilities Agreement, each Senior Secured Revolving Facilities Creditor will retain all rights to indemnification provided in the relevant Senior Secured Revolving Facilities Document for all claims and other amounts relating to periods prior to the purchase of the Senior Secured Revolving Facilities Liabilities pursuant to this Section 7.1(c)(ii);

(F) the transfer is made without recourse to, or representation or warranty from, the Senior Secured Revolving Facilities Lenders, except that each Senior Secured Revolving Facilities Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and

(G) any undrawn Commitments under the Senior Secured Revolving Facilities shall (unless the relevant Lenders under the relevant Senior Secured Revolving Facilities Agreement and the Purchasing Senior Secured Export Credit Agency Facilities Lenders otherwise agree) be cancelled with effect from the date on which the Purchasing Senior Secured Export Credit Agency Facilities Lenders give notice to the Parent of a Revolving Facilities Liabilities Transfer in accordance with paragraph (ii) above.

(iii) The relevant Creditor Representative shall, at the request of the Purchasing Senior Secured Term Facilities Lender (acting as a whole) notify the Purchasing Senior Secured Term Facilities Lender of the sum of the amounts described in paragraphs (i)(C) and (ii)(C) above.

7.2 Option to Purchase: Pari Passu Creditors

(a) Subject to paragraph (b) below, the Pari Passu Creditors (or any of them) (the “Purchasing Pari Passu Creditors”) may at any time following the occurrence of a Distress Event, by giving not less than ten days’ notice to the Common Security Agent, require the transfer to them (or to a nominee or nominees), in accordance with any Equivalent Provision in a Super Senior Facility Agreement to section 10.07 (Successors and Assigns) of the Senior Secured Term Facilities Agreement, of all, but not part, of the rights, benefits and obligations in respect of the Super Senior Facility Liabilities (“Liabilities Transfer”) if:

(i) that transfer is lawful and subject to paragraph (ii) below, otherwise not prohibited by the terms of the Super Senior Debt Documents;

(ii) any conditions relating to such a transfer contained in the Super Senior Debt Documents are complied with, other than:

(A) any requirement to obtain the consent of, or consult with, any Debtor or other member of the Group relating to such transfer, which consent or consultation shall not be required; and

(B) to the extent the Purchasing Pari Passu Creditors provide cash cover for any Letter of Credit, the consent of the relevant Super Senior Issuing Bank relating to such transfer;

(iii) the Creditor Representative(s), on behalf of the relevant Super Senior Creditors, is paid an amount equal to the aggregate of:

(A) any amounts provided as cash cover by the Purchasing Pari Passu Creditors for any Letter of Credit (as envisaged in paragraph (ii)(B) above) and without double counting;

(B) all of the Super Senior Liabilities (other than the Super Senior Hedging Liabilities) at that time (whether or not due), including all amounts that would have been payable under the Super Senior Debt Documents if the financial accommodation made available pursuant to or under such documents were being prepaid by the relevant Debtors on the date of that payment; and

(C) all costs and expenses (including legal fees) incurred by the Creditor Representative(s) and/or the Super Senior Creditor as a consequence of giving effect to that transfer;

(iv) as a result of that transfer the Super Senior Facility Creditors have no further actual or contingent liability to any Debtor under the relevant Super Senior Debt Documents in its capacity as Super Senior Facility Creditor;

(v) an indemnity is provided from each Purchasing Pari Passu Creditors (or from another third party acceptable to all the Super Senior Lenders) in a form satisfactory to each Super Senior Lender in respect of all losses which may be sustained or incurred by any Super Senior Lenders in consequence of any sum received or recovered by any Super Senior Lender from any person being required (or it being alleged that it is required) to be paid back by or clawed back from any Super Senior Lender for any reason;

(vi) the transfer is made without recourse to, or representation or warranty from, the Super Senior Lenders, except that each Super Senior Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and

(vii) any undrawn Super Senior Facility Commitments shall (unless the relevant Lenders under the relevant Super Senior Facility otherwise agree) be cancelled with effect from the date on which the Purchasing Pari Passu Creditors give notice to the Parent of a Liabilities Transfer in accordance with paragraph (a) above.

(b) Subject to Clause 7.3(b) (Hedge Transfer: Pari Passu Creditors), the Purchasing Pari Passu Creditors (acting as a whole) may only require a Liabilities Transfer if, at the same time, they require a Hedge Transfer in accordance with Clause 7.3 (Hedge Transfer: Pari Passu Creditors) and if, for any reason, a Hedge Transfer is not or cannot be made in accordance with Clause 7.3 (Hedge Transfer: Pari Passu Creditors) at the same time, no Liabilities Transfer may be required to be made. If more than one Purchasing Pari Passu Creditors wishes to exercise the option to purchase the Super Senior Facility Liabilities in accordance with paragraph (a) above, each such Purchasing Pari Passu Creditor shall acquire the Super Senior Facility Liabilities pro rata, in the proportion that its Commitments under the Pari Passu Facilities bears to the

aggregate Commitments under the Pari Passu Facilities of all the Purchasing Pari Passu Creditors. Any Purchasing Pari Passu Creditors wishing to exercise the option to purchase the Super Senior Facility Liabilities shall inform the relevant Creditor Representatives in accordance with the terms of the Pari Passu Debt Documents, who will determine (consulting with each other as required) the appropriate share of the Super Senior Facility Liabilities to be acquired by each such Purchasing Pari Passu Creditor and who shall inform each such Purchasing Pari Passu Creditor accordingly. Furthermore, the applicable Creditor Representative(s) shall promptly inform the relevant Hedge Counterparties of the Purchasing Pari Passu Creditor’s intention to exercise the option to purchase the Super Senior Facility Liabilities.

(c) The relevant Creditor Representative shall, at the request of the Purchasing Pari Passu Creditors (acting as a whole) notify the Purchasing Pari Passu Creditor of:

(i) the sum of the amounts described in paragraphs (a)(iii)(B) and (C) above; and

(ii) (if applicable) the amount of each Letter of Credit for which cash cover is to be provided by all the Purchasing Pari Passu Creditor (acting as a whole).

7.3 Hedge Transfer: Pari Passu Creditors

(a) Subject to paragraph (b) below, the Purchasing Pari Passu Creditors may, by giving not less than ten days’ notice to the Common Security Agent, require a Hedge Transfer:

(i) if the Purchasing Pari Passu Creditors require, at the same time, a Liabilities Transfer under Clause 7.1 (Option to Purchase: Pari Passu Creditors); and

(ii) if:

(A) that transfer is lawful and otherwise permitted by the terms of the Hedging Transaction in which case no Debtor or other member of the Group shall be entitled to withhold its consent to that transfer;

(B) any conditions (other than the consent of, or any consultation with, any Debtor or other member of the Group) relating to that transfer contained in the relevant Hedging Agreements are complied with;

(C) each Hedge Counterparty is paid (in the case of a positive number) or pays (in the case of a negative number) an amount equal to the aggregate of (i) the Hedging Purchase Amount in respect of the relevant Hedging Transactions at that time and (ii) all costs and expenses (including legal fees) incurred as a consequence of giving effect to that transfer;

(D) as a result of that transfer:

(I) in respect of a transfer of Super Senior Hedging Liabilities only, the Hedge Counterparties have no further actual or contingent liability to any Debtor under the Hedging Transactions (other than in respect of any Pari Passu Hedging Liabilities, Second Lien Hedging Liabilities and Subordinated Hedging Liabilities, if any); and

(II) in respect of a transfer of Super Senior Hedging Liabilities and Pari Passu Hedging Liabilities, the Hedge Counterparties have no further actual or contingent liability to any Debtor under the Hedging Transactions (other than in respect of any Second

Lien Hedging Liabilities and Subordinated Hedging Liabilities, if any);

(E) an indemnity is provided from each Purchasing Pari Passu Creditor which is receiving (or for which a nominee is receiving) that transfer (or from another third party acceptable to the relevant Hedge Counterparty) in a form satisfactory to the relevant Hedge Counterparty in respect of all losses which may be sustained or incurred by that Hedge Counterparty in consequence of any sum received or recovered by that Hedge Counterparty being required (or it being alleged that it is required) to be paid back by or clawed back from the Hedge Counterparty for any reason; and

(F) that transfer is made without recourse to, or representation or warranty from, the relevant Hedge Counterparty, except that the relevant Hedge Counterparty shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer.

(b) The Purchasing Pari Passu Creditors and any Hedge Counterparty may agree (in respect of the Hedging Transactions (or one or more of them) to which that Hedge Counterparty is a party) that a Hedge Transfer required by the Purchasing Pari Passu Creditors pursuant to paragraph (a) above shall not apply to that Hedging Transaction(s) or to the Hedging Liabilities and Hedge Counterparty Obligations under that Hedging Transaction(s).

7.4 Option to Purchase: Second Lien Debt Creditors

(a) Subject to paragraph (b) below, some or all of the Second Lien Creditors (the “Purchasing Second Lien Creditors”) may at any time after the occurrence of a Distress Event, when a Second Lien Automatic Block Event is outstanding or a Second Lien Standstill Period is in effect by giving not less than ten days’ notice to the Common Security Agent, require the transfer to them (or to a nominee or nominees), in accordance with Clause 28.4 (Change of Super Senior Lender under an Existing Super Senior Facility), Clause 28.5 (Change of Pari Passu Lender under an Existing Pari Passu Facility) and/or Clause 28.6 (Change of Pari Passu Noteholder), as applicable, of all, but not part, of the rights, benefits and obligations in respect of the Super Senior Liabilities and Pari Passu Debt Liabilities if:

(i) that transfer is lawful and, subject to paragraph (ii) below, otherwise permitted by the terms of the relevant Super Senior Debt Documents and Pari Passu Debt Documents;