Common use of Additional Intercreditor Agreements Clause in Contracts

Additional Intercreditor Agreements. At the request of the Company, at the time of, or prior to, any incurrence of Financial Indebtedness that is permitted to share the Collateral, the Company, the relevant Guarantors, the Trustee, the Collateral Agent and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representatives) (an “Additional Intercreditor Agreement”) on substantially the same terms as, and in any event terms not adverse to the Holders in any material respect compared to, the Intercreditor Agreement, including with respect to enforcement instructions, distributions and releases of Note Guarantees and Collateral; provided that any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Agent or the International Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent or the International Security Agent under this Indenture or the Intercreditor Agreement as in effect on the Issue Date. Each Holder, by accepting such Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement, any amendment thereto and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the terms of this Indenture, the Security Documents or any Additional Intercreditor Agreements) and to have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of any holders of the Notes to perform its obligations under and in accordance with this Section 4.28.

Additional Intercreditor Agreements. At the request and expense of the CompanyIssuer, at the time of, or prior to, any the incurrence of Financial Indebtedness any Debt that is permitted to share the Collateral, the CompanyIssuer, the relevant Guarantors, the Trustee, the Collateral Agent Trustee and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend shall enter into an additional intercreditor agreement on terms substantially similar to the Intercreditor Agreement to reflect such additional Financial Indebtedness or enter into a new intercreditor agreement with the holders of such Financial Indebtedness (RSA Intercreditor Agreement or their duly authorized representatives) (an “Additional Intercreditor Agreement”) on substantially the same terms as, and in any event terms not adverse to the Holders in any material respect compared to, the Intercreditor Agreement, including with respect to enforcement instructions, distributions and releases of Note Guarantees and Collateral; provided that any amendment to the Intercreditor Agreement or any Additional the RSA Intercreditor Agreement (which amendment does not adversely affect the rights of Holders in any material respect); provided that such Intercreditor Agreement amendment or additional intercreditor agreement will not impose any personal obligations on the Trustee, the Collateral Agent Trustee or the International Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent or the International Security Agent Trustee under this Indenture or the Intercreditor Agreement as in effect Agreement. At the request and expense of the Issuer, at the time of, or prior to, the incurrence of any Debt that is unsecured Debt, the Issuer, the relevant Guarantors, the Trustee, the Security Agent and the financier representative for such unsecured Debt shall enter into an additional intercreditor agreement on customary terms providing for limitations on enforcement (including customary standstill periods) for the financiers of such unsecured Debt; provided that such additional intercreditor agreement will not impose any personal obligations on the Issue DateTrustee or the Security Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement. Upon the request and at the expense of the Issuer, the Trustee and the Post-Restructuring Guarantors will accede to the Intercreditor Agreement and if applicable the RSA Intercreditor Agreement on or prior to the date of this Indenture. Each HolderHolder of a Note, by accepting such Note, shall be deemed to have agreed to and accepted such accession and the terms and conditions of the Intercreditor Agreement, any amendment thereto Agreement and any Additional the RSA Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the terms of this Indentureand each additional intercreditor agreement, the Security Documents or any Additional Intercreditor Agreements) and to have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of any holders of the Notes Holders to perform its obligations under and in accordance with this Section 4.284.19.

Additional Intercreditor Agreements. (a) At the request of the CompanyIssuer, at and without the time ofconsent of Holders, in connection with the Incurrence by the Company or prior to, a Restricted Subsidiary of any incurrence of Financial Indebtedness that is permitted to share the CollateralNotes Collateral pursuant to Section 4.06, the Issuer, the Company, the relevant GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee, the Collateral Agent Trustee and the International Notes Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representativesRepresentatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as, and in any event as the Intercreditor Agreement (or terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor AgreementHolders), including containing substantially the same terms with respect to enforcement instructions, distributions and releases release of Note Guarantees and Collateralpriority and release of the Liens over the Notes Collateral (or terms not materially less favorable to the Holders, it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders); provided that any amendment to the Intercreditor Agreement or any such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Agent Trustee or the International Notes Security Agent or, in the opinion of the Trustee or Notes Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent Trustee or the International Notes Security Agent under this Indenture or the Intercreditor Agreement as in effect on Agreement. For the Issue Date. Each Holderavoidance of doubt, by accepting such Note, shall be deemed subject to have agreed to the foregoing and accepted the terms and conditions of the Intercreditor Agreementsucceeding paragraph, any amendment thereto and any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (whether then entered into or entered into in to the future extent such Indebtedness is permitted to share the Notes Collateral pursuant to the terms of this Indenture, the Security Documents or any Additional Intercreditor Agreements) and to have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of any holders of the Notes to perform its obligations under and in accordance with this Section 4.284.06).

Additional Intercreditor Agreements. At the request of the CompanyParent, at in connection with the time ofincurrence by the Parent or its Restricted Subsidiaries of any (x) Indebtedness permitted pursuant to paragraph 8.1 or paragraphs 8.2 (1), (2), (3), (4) (other than with respect to Capital Lease Obligations), (5), (6), (8), (9), (10), (11), (14), (16) or prior to, (21) and (y) any incurrence Permitted Refinancing Indebtedness in respect of Financial Indebtedness that is permitted referred to share in the Collateralforegoing clause (x), the CompanyParent, the relevant GuarantorsRestricted Subsidiaries, the Trustee, the Collateral Facility Agent and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as, and in any event as the Intercreditor Agreement (or terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor AgreementFinance Parties), including containing substantially the same terms with respect to enforcement instructions, distributions release of guarantees and releases priority and release of Note Guarantees and Collateralthe Security Interests under the Security Documents; provided that any amendment to the Intercreditor Agreement or any such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Facility Agent or the International Security Agent or, in the opinion of the Facility Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Facility Agent or the International Security Agent under this Indenture or the Intercreditor Agreement as in effect on the Issue Date. Each Holder, by accepting such Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement. To the extent required under any Intercreditor Agreement or Additional Intercreditor Agreement, the Facility Agent (and Security Agent, if applicable) shall consent on behalf of the Finance Parties to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any amendment thereto obligations subordinated to the Finance Documents thereby; provided, however, that such transaction would comply with paragraph 9. In connection with providing any such consent, the Facility Agent and any the Security Agent shall be entitled to receive and may conclusively rely upon, an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided in the Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the terms of this Indenture, the Security Documents or any Additional Intercreditor Agreementsif applicable) and the Finance Documents relating to such consent have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of any holders of the Notes to perform its obligations under and in accordance with this Section 4.28been complied with.

Additional Intercreditor Agreements. At the request of the CompanyIssuer, at in connection with the time of, incurrence by the Issuer or prior to, its Restricted Subsidiaries of any incurrence of Financial Indebtedness that is permitted to share the CollateralIndebtedness, the CompanyIssuer, the relevant GuarantorsRestricted Subsidiaries, the Trustee, the Collateral Agent Trustee and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representatives) an intercreditor agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) on substantially the same terms as, and in any event as the Intercreditor Agreement (or terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor AgreementHolders), including containing substantially the same terms with respect to enforcement instructions, distributions and releases release of Note Guarantees and priority and release of security interests in the Collateral; provided that any amendment to the Intercreditor Agreement or any such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Agent Trustee or the International Security Agent or, in the opinion of the Trustee or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent Trustee or the International Security Agent under this Indenture or the Intercreditor Agreement; it being understood that, for the avoidance of doubt, an increase in the amount of Indebtedness being subject to the terms of the Intercreditor Agreement as in effect on the Issue Date. Each Holder, by accepting such Note, shall or Additional Intercreditor Agreement will be deemed to have agreed be on substantially similar terms to the Intercreditor Agreement and accepted will be deemed not to adversely affect the terms and conditions rights of the Holders and will be permitted by this provision if, in each case, the incurrence of such Indebtedness (and any Lien in its favor) is permitted by the covenants described under Section 4.06 and Section 4.08. At the direction of the Issuer and without the consent of Holders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement, any amendment thereto and Agreement or any Additional Intercreditor Agreement to: (whether then entered into 1) cure any ambiguity, omission, defect, manifest error or entered into inconsistency of any such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be incurred by the Issuer or any Restricted Subsidiary that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in the future pursuant right of payment to the terms Notes), (3) add Restricted Subsidiaries or Guarantors to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes (including Additional Notes) and the Guarantees, (5) make provision for equal and ratable pledges of this Indenturethe Collateral to secure Additional Notes, (6) implement any Permitted Collateral Liens, (7) amend the Security Documents Intercreditor Agreement or any Additional Intercreditor Agreements) and to have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of any holders of the Notes to perform its obligations under and Agreement in accordance with the terms thereof or (8) make any other change to any such agreement that does not adversely affect the Holders in any material respect. The Issuer shall not otherwise direct the Trustee or the Security Agent to enter into any amendment to the Intercreditor Agreement or any Additional Intercreditor Agreement, except as otherwise permitted under Section [9.02], and the Issuer may only direct the Trustee and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Trustee or Security Agent or, in the opinion of the Trustee or the Security Agent, as applicable, adversely affect their respective rights, duties, liabilities or immunities under this Indenture or the Intercreditor Agreement or an Additional Intercreditor Agreement. 132 In relation to the Intercreditor Agreement or any Additional Intercreditor Agreement, the Trustee (and Security Agent, if applicable) shall consent on behalf of the Holders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Notes thereby; provided, however, that such transaction would comply with Section 4.284.07.

Additional Intercreditor Agreements. (a) At the request of the CompanyIssuer, at and without the time ofconsent of Holders, in connection with the Incurrence by the Company or prior to, a Restricted Subsidiary of any incurrence of Financial Indebtedness that is permitted to share the CollateralNotes Collateral pursuant to Section 4.06, the Issuer, the Company, the relevant GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee, the Collateral Agent Trustee and the International Notes Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representativesRepresentatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the LEGAL_EU # 16733244.6 existing Intercreditor Agreement on substantially the same terms as, and in any event as the Intercreditor Agreement (or terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor AgreementHolders), including containing substantially the same terms with respect to enforcement instructions, distributions and releases release of Note Guarantees and Collateralpriority and release of the Liens over the Notes Collateral (or terms not materially less favorable to the Holders, it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders); provided that any amendment to the Intercreditor Agreement or any such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Agent Trustee or the International Notes Security Agent or, in the opinion of the Trustee or Notes Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent Trustee or the International Notes Security Agent under this Indenture or the Intercreditor Agreement as in effect on Agreement. For the Issue Date. Each Holderavoidance of doubt, by accepting such Note, shall be deemed subject to have agreed to the foregoing and accepted the terms and conditions of the Intercreditor Agreementsucceeding paragraph, any amendment thereto and any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (whether then entered into or entered into in to the future extent such Indebtedness is permitted to share the Notes Collateral pursuant to the terms of this Indenture, the Security Documents or any Additional Intercreditor Agreements) and to have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of any holders of the Notes to perform its obligations under and in accordance with this Section 4.284.06).

Additional Intercreditor Agreements. (a) At the request of the CompanyIssuer, at and without the time ofconsent of Holders, in connection with the Incurrence by the Issuer or prior to, a Restricted Subsidiary of any incurrence of Financial Indebtedness that is permitted to share the CollateralNotes Collateral pursuant to Section 4.06, the CompanyIssuer, the relevant GuarantorsParent Guarantor or a Restricted Subsidiary, the Trustee, Trustee and the Notes Collateral Agent and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representativesRepresentatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms asas the Intercreditor Agreement (or, and as determined in any event good faith the Issuer, terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor AgreementHolders), including containing substantially the same terms with respect to enforcement instructions, distributions and releases release of Note Guarantees and Collateralpriority and release of the Liens over the Notes Collateral (or, as determined in good faith by the Issuer, terms not materially less favorable to the Holders, it being understood that such restatement, amendment or other modification to provide for subordinated security interests will be deemed not to be materially less favorable to the Holders); provided that any amendment to the Intercreditor Agreement or any such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Trustee or Notes Collateral Agent or, in the opinion of the Trustee or the International Security Agent or Notes Collateral Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee, the Trustee or Notes Collateral Agent or the International Security Agent under this Indenture or the Intercreditor Agreement as in effect on the Issue DateAgreement. Each Holder, by accepting such Note, shall be deemed Subject to have agreed this Section 4.17(a) and to and accepted the terms and conditions of the Intercreditor AgreementSection 4.17(b), any amendment thereto and any such Additional Intercreditor Agreement may provide for pari passu or subordinated security interests in respect of any such Indebtedness (whether then entered into or entered into in to the future extent such Indebtedness is permitted to share the Notes Collateral pursuant to Section 4.06). (b) At the terms written direction of this Indenturethe Issuer and without the consent of Holders, the Security Documents or any Additional Intercreditor Agreements) Trustee and to have authorized and directed entry into such documents by the Trustee, the Notes Collateral Agent and the International Security Agent shall from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required enter into one or more amendments to seek the consent any Intercreditor Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any holders such agreement, (2) increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Issuer or a Guarantor that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Notes), (3) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement, (4) further secure the Notes to perform its obligations under and in accordance with this Section 4.28.(including Additional Notes), (5) make provision 101 EU-DOCS\26039728.6

Additional Intercreditor Agreements. (a) At the request of the Company, at in connection with the time Incurrence by the Company or any of its Restricted Subsidiaries of, : (i) any Debt secured on Collateral or prior to, as otherwise required herein; and (ii) any incurrence Permitted Refinancing Debt in respect of Financial Indebtedness that is permitted Debt referred to share the Collateralin sub- clause (i) above, the Company, the relevant GuarantorsRestricted Subsidiaries, the Trustee, the Collateral Agent Trustee and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness Debt (or their duly authorized representatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as, and in any event as the Intercreditor Agreement (or terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor Agreementholders (taken as a whole)), including substantially the same terms with respect to enforcement instructions, distributions and releases release of Note Guarantees and Collateralpriority and release of the Security Interests; provided that any amendment to the Intercreditor Agreement or any that: (A) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Agent Trustee or the International Security Agent or, in the opinion of the Trustee or the Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Agent Trustee or the International Security Agent under this Indenture or the Intercreditor Agreement as in effect on the Issue Date. Each HolderIndenture, by accepting such Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement, any amendment thereto and any Additional Intercreditor Agreement or the Intercreditor Agreement; (whether then entered into B) if more than one such intercreditor agreement is outstanding at any time, the correlative terms of such intercreditor agreements must not conflict with one another in any material respect; and (C) regardless of the number of Intercreditor Agreements or entered into Additional Intercreditor agreements, only one payment blockage notice may be served in any period of 360 consecutive days or in respect of the same event or circumstance and any such payment blockages may not be in effect for more than 179 days in the future pursuant aggregate during any consecutive 360-day period. The Security Agent shall be entitled to request instructions from the Instructing Group (as defined in the Intercreditor Agreement) prior to executing any Additional Intercreditor Agreement. (b) Further, at the written direction of the Company and without the consent of Noteholders, the Trustee and the Security Agent shall from time to time enter into one or more amendments to the terms of this Indenture, the Security Documents Intercreditor Agreement or any Additional Intercreditor AgreementsAgreement to: (i) and to have authorized and directed entry into cure any ambiguity, omission, defect, manifest error or inconsistency of any such documents agreement; (ii) increase the amount or types of Debt covered by any such agreement that may be Incurred by the TrusteeCompany or any Restricted Subsidiary that is subject to any such agreement (including, with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the Collateral Agent addition of provisions relating to new Debt ranking junior in right of payment to the Notes); (iii) add Restricted Subsidiaries to the Intercreditor Agreement or an Additional Intercreditor Agreement; (iv) further secure the Notes (including Additional Notes); (v) make provision for equal and the International Security Agent from time to time and neither the Trustee nor ratable pledges of the Collateral Agent nor to secure any Debt permitted to be Incurred and secured by the International Security Agent shall be required to seek Collateral under this Indenture; (vi) implement any Permitted Collateral Liens; (vii) amend the consent of Intercreditor Agreement or any holders of the Notes to perform its obligations under and Additional Intercreditor Agreement in accordance with this Section 4.28.the terms thereof; or (viii) make any other change to any such agreement that does not adversely affect the holders (taken as a whole) in any material respect, making all necessary provisions to ensure that the Notes and the Note Guarantees are secured by first-priority Liens over the Collateral. In formulating its

Additional Intercreditor Agreements. At the request of the CompanyBorrower, at in connection with the time of, incurrence by the Borrower or prior to, its Subsidiaries of any incurrence of Financial Permitted Refinancing Indebtedness that is permitted to share in compliance with the CollateralFinance Documents, the CompanyBorrower, the relevant GuarantorsSubsidiaries, the Trustee, the Collateral Facility Agent and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representatives) an intercreditor agreement (an “Additional 151 Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as, and in any event as the Intercreditor Agreement (or terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor AgreementFinance Parties), including containing substantially the same terms with respect to enforcement instructions, distributions release of guarantees and releases priority and release of Note Guarantees and Collateralthe Security Interests under the Security Documents; provided that any amendment to the Intercreditor Agreement or any such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Facility Agent or the International Security Agent or, in the opinion of the Facility Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee, the Collateral Facility Agent or the International Security Agent under this Indenture or the Intercreditor Agreement. To the extent required under any Intercreditor Agreement as in effect or Additional Intercreditor Agreement, the Facility Agent (and Security Agent, if applicable) shall consent on behalf of the Issue DateFinance Parties to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Finance Documents thereby; provided, however, that such transaction would comply with paragraph 7. Each HolderIn connection with providing any such consent, by accepting such Note, the Facility Agent and the Security Agent shall be deemed entitled to have agreed to receive and accepted the terms may conclusively rely upon, an Officer’s Certificate and an Opinion of Counsel each stating that all conditions of precedent provided in the Intercreditor Agreement, any amendment thereto and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the terms of this Indenture, the Security Documents or any Additional Intercreditor Agreementsif applicable) and the Finance Documents relating to such consent have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of any holders of the Notes to perform its obligations under and in accordance with this Section 4.28been complied with.

Additional Intercreditor Agreements. At (a) The Indenture will provide that, at the request of KP Parent, in connection with the Company, at the time of, Incurrence by KP Parent or prior to, its Restricted Subsidiaries of any incurrence of Financial Indebtedness that is permitted to share be secured pursuant to clauses (1) and (2) of the Collateraldefinition of “Permitted Liens” or pursuant to clauses (1), (2) or (3) of the definition of “Permitted Collateral Liens”, KP Parent, the CompanyIssuer, the relevant Guarantors, the Trustee, the Collateral Agent Restricted Subsidiaries and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or Trustee shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representativesRepresentatives) an intercreditor agreement (an “Additional Intercreditor Agreement”) or a restatement, amendment or other modification of the existing Intercreditor Agreement on substantially the same terms as, and in any event as the Intercreditor Agreement (or terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor AgreementHolders), including containing substantially the same terms with respect to enforcement instructions, distributions release of Notes Guarantees; provided that (i) any Indebtedness permitted to be secured pursuant to clauses (1) or (2) of the definition of “Permitted Liens” with aggregate commitments and releases outstanding obligations at the time of Note initial incurrence of at least €50.0 million (including the amount of all undrawn commitments and matured and contingent reimbursement obligations pursuant to letters of credit thereunder) will benefit from the ability to cause the release of Notes Guarantees and Collateral; provided that any amendment to the Intercreditor Agreement or any , (ii) such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee or, in the opinion of the Trustee, the Collateral Agent or the International Security Agent or adversely affect the rights, duties, liabilities liabilities, indemnities or immunities of the Trustee, the Collateral Agent or the International Security Agent Trustee under this Indenture or the Intercreditor Agreement as in effect on and (iii) if more than one such intercreditor agreement is outstanding at any one time, the Issue Date. Each Holder, by accepting such Note, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement, any amendment thereto and any Additional Intercreditor Agreement (whether then entered into or entered into in the future pursuant to the collective terms of this Indenture, the Security Documents or any Additional Intercreditor Agreements) and to have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of any holders of the Notes to perform its obligations under and in accordance with this Section 4.28intercreditor agreements must not conflict.

Additional Intercreditor Agreements. At the written request of the CompanyBorrower, without the consent of the Lenders, and at the time of, or prior to, the incurrence by the Borrower or its Restricted Subsidiaries of any incurrence of Financial Indebtedness that is (1) Senior Secured Debt permitted to share be incurred pursuant to the Collateralcovenant set forth under “—Part II (General Undertakings and Mandatory Offers)—Incurrence of Indebtedness and Issuance of Preferred Stock” or (2) any Indebtedness the proceeds of which are used, in whole or in part, to refinance the Loan or Senior Secured Debt, the CompanyBorrower, the relevant GuarantorsRestricted Subsidiaries, the Trustee, the Collateral Agent and the International Security Agent may (without the consent of the majority in principal amount of the Holders) amend the Intercreditor Agreement to reflect such additional Financial Indebtedness or any other relevant creditor representative or collateral agent shall enter into a new intercreditor agreement with the holders of such Financial Indebtedness (or their duly authorized representatives) a new intercreditor agreement or a restatement, amendment or other modification of the existing Intercreditor Agreement (an “Additional Intercreditor Agreement”) on substantially the same terms as, and in any event as the Intercreditor Agreement (or terms not adverse materially less favorable to the Holders in any material respect compared to, the Intercreditor AgreementLenders), including containing substantially the same terms with respect to enforcement instructionsrelease of Loan Guarantees, distributions if any, and releases priority and release of Note Guarantees and Collateralany Permitted Collateral Liens from time to time; provided provided, however, that any amendment to the Intercreditor Agreement or any such Additional Intercreditor Agreement will not impose any personal obligations on the Trustee, the Collateral Agent or the International Security Agent or adversely affect the rights, duties, liabilities or immunities of the TrusteeAgent or Security Agent. At the written direction of the Borrower and without the consent of the Lenders, the Agent and the Security Agent shall, from time to time, enter into one or more amendments to any Intercreditor Agreement or Additional Intercreditor Agreement to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement of a minor, technical or administrative nature, (2) increase the amount or types of Indebtedness covered by any such agreement that may be incurred by the Borrower or any Restricted Subsidiary that is subject to any such agreement (including with respect to any Intercreditor Agreement or Additional Intercreditor Agreement, the addition of provisions relating to new Indebtedness ranking junior in right of payment to the Indebtedness under the Finance Documents; provided that such amendment is consistent with the preceding paragraph), (3) add Restricted Subsidiaries to the Intercreditor Agreement or Additional Intercreditor Agreement, (4) implement any Permitted Collateral Liens, (5) amend the Intercreditor Agreement or Additional Intercreditor Agreement in accordance with the terms thereof or (6) make any other change to any such agreement that does not adversely affect the rights of the Lenders in any material respect. The Borrower shall not otherwise direct the Agent or the International Security Agent to enter into any amendment to any Intercreditor Agreement or Additional Intercreditor Agreement without the consent of the Majority Lenders, except as otherwise permitted by this Agreement, and the Borrower may only direct the Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Agent or Security Agent or adversely affect their respective rights, duties, liabilities or immunities under this Indenture the Finance Documents or the Intercreditor Agreement as in effect on the Issue Dateor Additional Intercreditor Agreement. Each Holder, by accepting such Note, Lender shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement, any amendment thereto and Agreement or any Additional Intercreditor Agreement and any amendment, restatement or other modification referred to in the preceding paragraphs (whether then entered into or entered into in the future pursuant to the terms of this Indenture, the Security Documents or any Additional Intercreditor Agreementsprovisions described herein) and to have authorized and directed entry into such documents by the Trustee, the Collateral Agent and the International Security Agent from time and any other relevant creditor representative or collateral agent to time and neither the Trustee nor the Collateral Agent nor the International Security Agent shall be required to seek the consent of enter into any holders of the Notes to perform its obligations under and in accordance with this Section 4.28such Intercreditor Agreement or Additional Intercreditor Agreement.