Common use of Additional Secured Debt Clause in Contracts

Additional Secured Debt. (a) The Security Trustee will, as a Security Trustee hereunder, perform its undertakings set forth in Section 3.02(a) with respect to each holder of Additional Debt Secured Obligations that is issued or incurred on or after the date hereof that: (i) holds Secured Obligations that are identified as Additional Debt Secured Obligations in accordance with the procedures set forth in Section 3.09(b) and (c); and (ii) signs, through its designated Secured Lien Representative identified pursuant to Section 3.09(b), an Intercreditor Joinder and delivers the same to the Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations shall not exceed $2,000,000,000; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than one revolving credit facility at any one time; (iv) the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (vi) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured Debt; (vii) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c) below. (c) The Borrower will (subject to 3.09(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation which: (i) states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations; (ii) specifies the name and address of the Additional Debt Representative for such Additional Secured Debt; (iii) states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the applicable Collateral Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by the Borrower, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and (v) states that the Borrower has caused a copy of the Additional Secured Debt Designation and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower (or any Vessel Owner) to incur additional Indebtedness unless expressly permitted by, and carried out in accordance with the terms of this Agreement.

Additional Secured Debt. (a) The Security To the extent, but only to the extent, permitted by the provisions of the then extant First Priority Secured Debt Documents and the Notes Secured Debt Documents (as certified by the Issuer or Parent Guarantor), the Issuer or any other Obligor may (i) issue Final Settlement Notes and (ii) incur or issue one or more series or classes of Additional First Priority Secured Debt (“New First Priority Debt”). Any Final Settlement Notes shall automatically be secured by a Lien on Collateral ranking pari passu with the Liens on such Collateral securing the then-existing Notes Secured Obligations pursuant to this Agreement. For the avoidance of doubt, any Final Settlement Notes shall automatically be subject to the provisions of this Agreement and the Trustee willshall not be required to execute a joinder to this Agreement with respect to any such Final Settlement Notes. Any New First Priority Debt may be secured by ▇▇▇▇▇ on the Collateral if and subject to the condition that the Representative of any such Series of First Priority Secured Debt acting on behalf of the holders of such Series of First Priority Secured Debt (the “New First Priority Representative”) becomes, as on the date of the incurrence of the Additional First Priority Secured Debt, a Security Trustee hereunder, perform its undertakings party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 3.02(a) with respect 8.07(b). In order for a New First Priority Representative to each holder of Additional Debt Secured Obligations that is issued or incurred on or after the date hereof thatbecome a party to this Agreement: (i) holds Secured Obligations that are identified such New First Priority Representative shall have executed and delivered to each Collateral Agent (which shall deliver to each other Representative) a Joinder Agreement substantially in the form of ▇▇▇▇▇ ▇▇ (with such changes as Additional Debt Secured Obligations in accordance with may be reasonably approved by the procedures set forth in Section 3.09(bCollateral Agents) and (c); and (ii) signs, through its designated Secured Lien Representative identified pursuant to Section 3.09(b)which it becomes a Representative hereunder, an Intercreditor Joinder and delivers the same to the Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Secured Obligations and the Additional First Priority Secured Debt in respect of which such Representative is the Representative and the related Secured Obligations shall not exceed $2,000,000,000Parties become subject hereto and bound hereby; (ii) no Secured Debt Default or Event except in the case of Default shall have occurred and be continuing on the date on which any DIP Financing, such Additional First Priority Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower Obligations shall not be entitled to have more than one revolving credit facility at any one time; (iv) permitted, by the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (vi) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement be incurred and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured Debt; (vii) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c) below. (c) The Borrower will (subject to 3.09(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation which: (i) states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations; (ii) specifies the name and address of the Additional Debt Representative for such Additional Secured Debt; (iii) states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the applicable Lien and payment priorities set forth in this Agreement, and the Issuer shall have delivered to each Collateral Documents; (iv) attaches as Exhibit 1 Agent an Officer’s Certificate, stating that the conditions set forth in this Section 8.07 are satisfied with respect to such Additional First Priority Secured Debt, and, if requested, true and complete copies of each of the First Priority Secured Debt Designation Documents relating to such Additional First Priority Secured Debt certified as being true and correct by a Reaffirmation Agreement duly executed by Responsible Officer of the Borrower, which Reaffirmation Agreement shall Issuer and identifying the obligations to be substantially in the form of Exhibit 1 to Exhibit A heretodesignated as Additional First Priority Secured Debt; and (viii) states the First Priority Secured Debt Documents relating to such Additional First Priority Secured Debt shall provide that each New First Priority Representative with respect to such Additional First Priority Secured Debt will be subject to and bound by the Borrower has caused provisions of this Agreement in its capacity as a copy holder of such Additional First Priority Secured Debt. (b) With respect to any Secured Debt that is issued or incurred after the Closing Date, the Issuer, each of the Additional other Obligors and each Guarantor agrees, at its own cost and expense, to take such actions (if any) as may from time to time reasonably be requested by any First Priority Secured Debt Designation Representative, or the Notes Secured Debt Representative, and enter into such technical amendments, modifications and/or supplements to this Agreement and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower Collateral Documents (or any Vessel Ownerexecute and deliver such additional Collateral Documents) as may from time to incur additional Indebtedness unless expressly permitted time be reasonably requested by such Persons, to ensure that such Secured Debt is secured by, and carried out in accordance with entitled to the terms benefits of, the relevant Collateral Documents relating to such Secured Debt, and each Secured Party (by its acceptance of this Agreementthe benefits hereof) hereby agrees to, and authorizes the each Collateral Agent, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

Additional Secured Debt. (a) The Security Trustee willIf the Grantor incurs or guarantees any Additional Secured Debt, as a Security Trustee hereunderthe Additional Representative of the holders of such Additional Secured Debt shall enter into an Accession Agreement, perform its undertakings set forth in Section 3.02(aand thereafter the relationship between the Existing Secured Parties and the Additional Secured Parties will be governed by this Agreement. (b) with respect to each holder Each of the Existing Secured Parties and the Additional Debt Secured Obligations that is issued or incurred on or after the date hereof Parties agree that: (i) holds notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any liens on or security interest in the Collateral securing the Existing Secured Obligations that are identified as and the Additional Debt Secured Obligations in accordance with Obligations, the procedures set forth in Section 3.09(b) liens and (c)security interest securing all such Indebtedness shall be of equal priority; and (ii) signs, through its designated Secured Lien Representative identified pursuant to Section 3.09(b), an Intercreditor Joinder and delivers the same to the Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Existing Secured Obligations and the Additional Debt Secured Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, refunded, refinanced or otherwise amended from time to time, in each case, to the extent permitted hereby and by the Secured Debt Documents. (c) The Collateral Agent shall act or omit to act in relation to the Collateral in accordance with the instructions of the Holders of a majority in aggregate principal amount of the then outstanding Existing Notes and the Additional Secured Debt, if any, voting together as a single class (the “Instructing Group”), and prior to taking any action or omitting to take any action hereunder (both before and after an Event of Default) the Collateral Agent shall be entitled to request and rely upon the written direction of the Instructing Group. If the Collateral Agent shall not exceed have received instructions in accordance with this Agreement from the Instructing Group, it shall be under no duty to take or refrain from taking such action and it shall incur no liability therefor. For purposes of determining whether the Holders of a majority in aggregate principal amount of the then outstanding Existing Notes and the Additional Secured Debt have provided an instruction, each Representative shall provide to the Collateral Agent the following information with respect to the Secured Debt for which it represents: (i) the aggregate principal amount of such outstanding Secured Debt, and (ii) the aggregate principal amount of such Secured Debt held by the Holders that provided such instruction. The Collateral Agent may conclusively rely on the information provided by each Representative pursuant to this Section 1.15(c) and shall incur no liability for acting in reliance thereon. In the event that a Representative does not provide any of the information required to be provided by it pursuant to this Section 1.15(c), then the Collateral Agent shall be entitled to refrain from taking any action with respect to such instruction and shall incur no liability for so refraining. For purposes of each Representative providing the information in (i) and (ii) in this Section 1.15(c), any Existing Notes or Additional Secured Debt held by the Issuer, the Grantor or any other Affiliate of the Issuer shall be deemed not to be outstanding; provided, however, that in providing such information, each Representative shall be entitled to assume that no Existing Notes and Additional Secured Debt are held by the Issuer, the Grantor or any other Affiliate of the Issuer unless it shall have received written notice from the Issuer or the Grantor thereof; provided further that in no event shall the Collateral Agent be responsible or liable for determining whether any Existing Notes or Additional Secured Debt is held by the Issuer, the Grantor or any other Affiliate of the Issuer. (d) As between the Existing Holders and the Additional Holders, only the Instructing Group shall have the right to direct the Collateral Agent in conducting foreclosures and in taking other actions with respect to the Collateral or an Event of Default. The Instructing Group shall have the sole right to instruct the Collateral Agent to act or refrain from acting with respect to the Collateral, and the Collateral Agent shall not follow any instructions with respect to such Collateral from any other person. No authorized representative of any Secured Debt (other than the Instructing Group) will instruct the Collateral Agent to commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or take any other action available to it in respect of, the Collateral. (e) Notwithstanding anything to the contrary herein, (i) the only Indebtedness that may constitute Additional Secured Debt shall be (x) $2,000,000,000; 250.0 million aggregate principal amount of 5.50% Senior Notes due 2026 to be issued by the Issuer pursuant to the Subscription Agreement, dated as of March 13, 2018, between the Issuer and the other parties thereto, (y) up to $400.0 million aggregate principal amount of term loans and (z) up to $150.0 million aggregate principal amount of revolving loans and letters of credit, in each case, and any Refinancing thereof and (ii) no Secured Debt Default may be increased, extended, renewed, replaced, restated, supplemented, restructured, refunded, refinanced or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and otherwise amended from time to time (each, a “Refinancing”) if after giving effect to any such Additional Refinancing, such Indebtedness would have an aggregate principal amount greater than the sum of (x) the aggregate principal amount of the Secured Debt that is the subject of such Refinancing (or, if such Secured Debt is issued with original issue discount, the aggregate accreted value) as of the date of such proposed Refinancing, (y) the amount of accrued but unpaid interest thereon and any premium (including any tender premium) required to be paid thereon (as reasonably determined by the issuer thereof) in connection with such Refinancing and (z) the amount of reasonable fees, expenses and defeasance costs relating to the Refinancing of such Secured Debt; . Notwithstanding anything herein to the contrary, in no event shall the Collateral Agent have any duty or obligation to confirm, or incur any liability with respect to, whether any (iii1) the Borrower shall not be entitled to have more than one revolving credit facility at any one time; (iv) the terms of the debt qualifies as Additional Secured Debt (other than terms related pursuant to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quicklythis section, or have a shorter term(2) whether any increase, than the Loan Secured Obligations (unlessextension, prior to the effectiveness renewal, replacement, restatement, supplement, restructuring, refunding or refinancing of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (vi) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured Debt; (vii) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c) below. (c) The Borrower will (subject to 3.09(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation which: (i) states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations; (ii) specifies the name and address of the Additional Debt Representative for such Additional Secured Debt; (iii) states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the Additional Secured Debt is secured permitted by the Collateral in accordance with the applicable Collateral Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by the Borrower, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and (v) states that the Borrower has caused a copy of the Additional Secured Debt Designation and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower (or any Vessel Owner) to incur additional Indebtedness unless expressly permitted by, and carried out in accordance with the terms of this Agreementsection.

Additional Secured Debt. (a) The Security Collateral Trustee will, as a Security Trustee collateral trustee hereunder, perform its undertakings set forth in Section 3.02(a) this Agreement with respect to each holder of Additional any Secured Debt Secured Obligations that is issued or incurred on or after the date hereof that: (i) holds Secured Obligations that are identified as Additional Debt Secured Obligations in accordance with if the procedures set forth in Section 3.09(b) and (c); and (ii) signs, through its designated Secured Lien Debt Representative identified pursuant to this Section 3.09(b), an Intercreditor 3.8 signs a Collateral Trust Agreement Joinder and delivers the same to the Security Collateral Trustee; provided that, if such Funded Debt is issued under an existing Secured Debt Document for any Series of Secured Debt whose Secured Debt Representative is already party to this Agreement, no such Collateral Trust Agreement Joinder shall be a condition to the performance by the Collateral Trustee of its undertakings set forth in this Agreement with respect to such Funded Debt. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower The Company will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations shall not exceed $2,000,000,000; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than one revolving credit facility at any one time; (iv) the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (vi) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured Debt; (vii) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c) below. (c) The Borrower will (subject to 3.09(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or hereunder any Funded Debt that is incurred by any Grantor after the date of this Agreement in accordance with the terms of all the applicable Additional Secured Debt Documents and this AgreementDocuments. The Borrower Company may only effect such designation by delivering to the Security Collateral Trustee an Additional Secured Debt Designation whichthat: (i1) states that the Borrower such Grantor intends to incur or has incurred additional Funded Debt (“Additional Secured Debt Debt”) which will be Secured Debt not prohibited by any Secured Debt Document to be incurred and secured by the a Priority Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured ObligationsDebt; (ii2) specifies the name and address of the Additional Secured Debt Representative (or, in the case of any Additional Secured Debt of which there is a single holder, such holder) for such Additional Secured DebtDebt for purposes of this Agreement including Section 7.6; (iii3) states that the Borrower has such Grantor and any other Grantors party thereto have duly authorized, authorized and executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration filings and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the applicable Collateral Security Documents;; and (iv4) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by the Borrower, which Reaffirmation Agreement shall be in substantially in the form of attached as Exhibit 1 to Exhibit A hereto; and (v) states that the Borrower of this Agreement, which Reaffirmation Agreement has caused been duly executed by each Grantor. The Company shall deliver a copy of the Additional Secured Debt Designation and the related Intercreditor Collateral Trust Agreement Joinder to be delivered to each then existing Secured Lien Debt Representative; provided that the failure to do so shall not affect the status of such debt as Additional Secured Debt if the other requirements of this Section 3.8 are complied with. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower (or any Vessel Owner) Grantor to incur additional Indebtedness unless expressly permitted Funded Debt or Liens if prohibited by the terms of any Secured Debt Documents. Notwithstanding the foregoing, (x) the incurrence of revolving credit obligations under commitments that have previously been designated as Secured Debt, (y) the issuance of letters of credit and incurrence of reimbursement obligations in respect thereof under commitments that have previously been designated as Secured Debt and (z) the incurrence of any incremental facilities under any other Credit Facility that constitutes Additional Secured Debt shall, in each case, automatically constitute Secured Debt and shall not require compliance with the procedures set forth in Section 3.8(a) and this Section 3.8(b). (c) With respect to any Secured Debt that is issued or incurred after the date hereof, each Grantor agrees to take such actions (if any) as necessary or as otherwise may from time to time reasonably be requested by the Collateral Trustee or any Secured Debt Representative and enter into such amendments, modifications and/or supplements to the then existing Security Documents (or execute and deliver such additional Security Documents) as may from time to time be reasonably requested by such Persons (including as contemplated by clause (d) below), to ensure that the Additional Secured Debt is secured by, and carried out in accordance with entitled to the terms benefits of, the relevant Security Documents, and each Secured Party (by its acceptance of the benefits hereof and the execution of this Agreement) hereby agrees to, and authorizes the Collateral Trustee to enter into, any such amendments, modifications and/or supplements (and additional Security Documents). Each Grantor hereby further agrees that, if there are any recording, filing or other similar fees payable in connection with any of the actions to be taken pursuant to this Section 3.8(c) or Section 3.8(d), all such amounts shall be paid by, and shall be for the account of, the Grantors, on a joint and several basis. (d) Without limitation of the foregoing, each Grantor agrees to take the following actions with respect to any real property Collateral with respect to all Additional Secured Debt: (1) each applicable Grantor shall enter into, and deliver to the Collateral Trustee a mortgage modification (each such modification, a “Modification”) or new mortgage or deed of trust (only to the extent a new mortgage or deed of trust is required to effect such Modification) with regard to each real property located in the United States of America subject to a mortgage or deed of trust (each such mortgage or deed of trust a “Mortgage,” and each such property a “Mortgaged Property”), with such changes as may be required to account for local law matters, at the time of such incurrence, in proper form for recording in all applicable jurisdictions, and each applicable Grantor is jointly and severally liable to pay all filing and recording fees and taxes, documentary stamp taxes and other taxes, charges and fees, if any, necessary for filing or recording in the recording office of each jurisdiction where such real property to be encumbered thereby is situated; and (2) in connection with any Modification required under clause (1) above, the Company or the applicable Grantor will cause to be delivered such other documents, instruments and further assurances as reasonably requested by a Secured Debt Representative in order to create, perfect and preserve the security interests granted to the Collateral Trustee for the benefit of the Secured Parties in such real property Collateral.

Additional Secured Debt. (a) The Security Trustee will, as a Security Trustee hereunder, perform its undertakings set forth in Section 3.02(a3.01(a) with respect to each holder of Additional Debt Secured Obligations that is issued or incurred on or after the date hereof that: (i) holds Secured Obligations that are identified as Additional Debt Secured Obligations in accordance with the procedures set forth in Section 3.09(b3.08(b) and (c); and (ii) signs, through its designated Secured Lien Representative identified pursuant to Section 3.09(b3.08(b), an Intercreditor Joinder and delivers the same to the Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the The Borrower will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) on the total amount of date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt the aggregate of DSCR Ratio shall be greater than or equal to (A) if no amounts are outstanding pursuant to the Loan Secured Obligations IPL, 1.50:1 and (B) if amounts are outstanding pursuant to the Additional Debt Secured Obligations shall not exceed $2,000,000,000IPL, 1.75:1; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than one revolving credit facility at any one time; (iv) the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed material terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (viiv) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured DebtAgreement; (viiv) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viiivi) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c3.08(c) below. (c) The Borrower will (subject to 3.09(b3.08(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation which: (i) states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations; (ii) specifies the name and address of the Additional Debt Representative for such Additional Secured Debt; (iii) states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the applicable Collateral Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by the Borrower, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and (v) states that the Borrower has caused a copy of the Additional Secured Debt Designation and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative. A. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower (or any Vessel OwnerGrantor) to incur additional Indebtedness unless expressly permitted by, and carried out in accordance with prohibited by the terms of this AgreementAgreement or the Secured Debt Documents.

Additional Secured Debt. (a) The Security Trustee will, as a Security Trustee hereunder, perform its undertakings set forth in Section 3.02(a3.01(a) with respect to each holder of Additional Debt Secured Obligations that is issued or incurred on or after the date hereof that: (i) holds Secured Obligations that are identified as Additional Debt Secured Obligations in accordance with the procedures set forth in Section 3.09(b3.08(b) and (c); and (ii) signs, through its designated Secured Lien Representative identified pursuant to Section 3.09(b3.08(b), an Intercreditor Joinder and delivers the same to the Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower The Borrowers will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that:: #4855-7953-3086 (i) on the total amount of date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations DSCR Ratio shall not exceed $2,000,000,000be greater than or equal to 1.50:1; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than one revolving credit facility at any one time; (iv) the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower Borrowers shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed material terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (viiv) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured DebtAgreement; (viiv) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viiivi) the Borrower Borrowers shall deliver an Additional Secured Debt Designation in accordance with 3.09(c3.08(c) below. (c) The Borrower Borrowers will (subject to 3.09(b3.08(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower Borrowers may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation which: (i) states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations; (ii) specifies the name and address of the Additional Debt Representative for such Additional Secured Debt; (iii) states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the applicable Collateral Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by the Borrower, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and (v) states that the Borrower has caused a copy of the Additional Secured Debt Designation and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative. A. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower Borrowers (or any Vessel OwnerGrantor) to incur additional Indebtedness unless expressly permitted by, and carried out in accordance with prohibited by the terms of this AgreementAgreement or the Secured Debt Documents.

Additional Secured Debt. (a) The Security Collateral Trustee will, as a Security Trustee trustee hereunder, perform its undertakings set forth in Section 3.02(a3.1(a) with respect to each holder of Additional Debt Secured Obligations of a Series of Secured Debt that is issued or incurred on or after the date hereof (including any refinancing or replacement of a Series of Secured Debt) that: (i1) holds Secured Obligations that are identified as Additional Junior Lien Debt Secured Obligations or Priority Lien Debt in accordance with the procedures set forth in Section 3.09(b) and (c3.8(b); and (ii2) signs, through its designated Secured Lien Debt Representative identified pursuant to Section 3.09(b3.8(b), an Intercreditor a Collateral Trust Joinder and delivers the same to the Security TrusteeCollateral Trustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower The Company will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations shall not exceed $2,000,000,000; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than one revolving credit facility at any one time; (iv) the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (vi) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured Debt; (vii) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c) below. (c) The Borrower will (subject to 3.09(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Junior Lien Debt on or the registered holder of Priority Lien Debt incurred by the Company or any Guarantor after the date of this Agreement in accordance with the terms of all applicable Additional Secured Debt Documents and this AgreementDocuments. The Borrower Company may only effect such designation by delivering to the Security Collateral Trustee and each Secured Debt Representative an Additional Secured Debt Designation whichstating that: (i1) states that the Borrower Company or such Guarantor intends to incur or has incurred additional Secured Debt (“Additional Secured Debt Debt”) which will either be (i) Priority Lien Debt permitted by each applicable Secured Debt Document to be secured by the a Priority Lien of the Collateral equally Equally and ratably Ratably with the Loan Secured Obligations and all previously existing and future Additional Priority Lien Debt or (ii) Junior Lien Debt permitted by each applicable Secured ObligationsDebt Document to be secured with a Junior Lien Equally and Ratably with all previously existing and future Junior Lien Debt; (ii2) specifies specifying the name and address of the Additional Secured Debt Representative for such series of Additional Secured Debt;Debt for purposes of Section 7.7; and (iii3) states that the Borrower Company and each Guarantor has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registeredrecorded) in each appropriate governmental office all relevant filings, applications for registration filings and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the applicable Collateral Security Documents; (iv) attaches as Exhibit 1 . Although the Company shall be required to such deliver a copy of each Additional Secured Debt Designation a Reaffirmation Agreement duly executed by and each Collateral Trust Joinder to each then existing Secured Debt Representative, the Borrower, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 failure to Exhibit A hereto; and (v) states that the Borrower has caused so deliver a copy of the Additional Secured Debt Designation and the related Intercreditor and/or Collateral Trust Joinder to be delivered to each any then existing Secured Lien RepresentativeDebt Representative shall not affect the status of such debt as Additional Secured Debt if the other requirements of this Section 3.8 are complied with. Each of the Collateral Trustee and the other then existing Secured Debt Representative shall have the right to request that the Company provide a copy of any legal opinion of counsel (which may be provided by internal counsel to the Company) provided to the holders of Additional Secured Debt or their Secured Debt Representatives as to the Additional Secured Debt being secured by a valid and perfected security interest; provided, however, that such legal opinion or opinions need not address any collateral of a type or located in a jurisdiction not previously covered by any legal opinion delivered by or on behalf of the Company. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower (Company or any Vessel Owner) Guarantor to incur additional Indebtedness unless expressly otherwise permitted by, and carried out in accordance with by the terms of this Agreementall applicable Secured Debt Documents. The Security Documents creating or evidencing the Priority Liens and the Junior Liens and Guarantees for the Priority Lien Obligations and the Junior Lien Obligations shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature of the Obligations thereunder.

Additional Secured Debt. (a) The Security Trustee will, as a Security Trustee hereunder, perform its undertakings set forth in Section 3.02(a3.01(a) with respect to each holder of Additional Debt Secured Obligations that is issued or incurred on or after the date hereof that: (i) holds Secured Obligations that are identified as Additional Debt Secured Obligations in accordance with the procedures set forth in Section 3.09(b3.08(b) and (c); and (ii) signs, through its designated Secured Lien Representative identified pursuant to Section 3.09(b3.08(b), an Intercreditor Joinder and delivers the same to the Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with the terms of the Loan Agreement, the Borrower will be permitted #4887-0762-5804 to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations shall not exceed $2,000,000,0002,500,000,000; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than one two revolving credit facility facilities at any one time, save that any Borrowing under a second revolving facility will be subject to the First Revolving Facility then being fully drawn; (iv) the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give all holders of the Lenders Secured Obligations at such time such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (viv) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) ), as applicable, in respect of such Additional Secured Debt; (viivi) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viiivii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c3.08(c) below. (c) The Borrower will (subject to 3.09(b3.08(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation upon entry into any new Additional Debt Document, which: (i) states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations; (ii) specifies the name and address of the Additional Debt Representative for such Additional Secured Debt; (iii) states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the #4887-0762-5804 Additional Secured Debt is secured by the Collateral in accordance with the applicable Collateral Documents; (iv) attaches as Exhibit 1 to such Additional Secured Debt Designation a Reaffirmation Agreement duly executed by the BorrowerBorrower and the Primary Guarantor, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; and (v) states that the Borrower has caused a copy of the Additional Secured Debt Designation and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower (or any Vessel Owner) to incur additional Indebtedness unless expressly permitted by, and carried out in accordance with with, the terms of this Agreement.

Additional Secured Debt. (a) The Security Trustee willTo the extent, but only to the extent, permitted by the provisions of the then extant Superpriority Secured Debt Documents, First Priority Secured Debt Documents and Second Priority Secured Debt Documents (as certified by the Issuer or Parent Guarantor), the Issuer or any other Obligor may incur or issue (i) one or more series or classes of Additional First Priority Secured Debt (“New First Priority Secured Debt”) and (ii) one or more series or classes of Additional Second Priority Secured Debt (“New Second Priority Secured Debt” and, together with New First Priority Secured Debt, “New Secured Debt”). Any New Secured Debt may be secured by ▇▇▇▇▇ on the Collateral if and subject to the condition that the Representative of any such New Secured Debt acting on behalf of the holders of such New Secured Debt (the “New Secured Debt Representative”) becomes, on the date of the incurrence of the New Secured Debt, a Security Trustee hereunder, perform its undertakings party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 3.02(a) with respect 8.07(b). In order for a New Secured Debt Representative to each holder of Additional Debt Secured Obligations that is issued or incurred on or after the date hereof thatbecome a party to this Agreement: (i) holds such New Secured Obligations that are identified Debt Representative shall have executed and delivered to each Collateral Agent (which shall deliver to each other Representative) a Joinder Agreement substantially in the form of Annex II (with such changes as Additional may be reasonably approved by the Collateral Agents) pursuant to which it becomes a Representative hereunder, and the New Secured Debt in respect of which such Representative is the Representative and the related Secured Obligations in accordance with the procedures set forth in Section 3.09(b) Parties become subject hereto and (c); andbound hereby; (ii) signsexcept in the case of any DIP Financing, through its designated such Additional Secured Lien Representative identified pursuant to Section 3.09(b)Obligations shall be permitted, an Intercreditor Joinder and delivers the same to the Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with by the terms of the Loan Agreement, the Borrower will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations shall not exceed $2,000,000,000; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than one revolving credit facility at any one time; (iv) the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (vi) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement be incurred and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured Debt; (vii) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c) below. (c) The Borrower will (subject to 3.09(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation which: (i) states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations; (ii) specifies the name and address of the Additional Debt Representative for such Additional Secured Debt; (iii) states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the applicable Lien and payment priorities set forth in this Agreement, and the Issuer shall have delivered to each Collateral Agent an Officer’s Certificate, stating that the conditions set forth in this Section 8.07 are satisfied with respect to such Additional Secured Debt, and, if requested, true and complete copies of each of the First Priority Secured Debt Documents or Second Priority Secured Debt Documents; (iv) attaches , as Exhibit 1 applicable, relating to such Additional Secured Debt Designation certified as being true and correct by a Reaffirmation Agreement duly executed by Responsible Officer of the BorrowerIssuer and identifying the obligations to be designated as either Additional First Priority Secured Debt or Additional Second Priority Secured Debt, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; as applicable; and (viii) states that the Borrower has caused a copy of the First Priority Secured Debt Documents or Second Priority Secured Debt Documents, as applicable, relating to such Additional Secured Debt Designation shall provide that each New Secured Debt Representative with respect to such Additional Secured Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Secured Debt. For the avoidance of doubt, upon becoming a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii) above, (i) any New Secured Debt Representative of Additional First Priority Secured Debt will become a First Priority Secured Debt Representative and (ii) any New Secured Debt Representative of Additional Second Priority Secured Debt will become a Second Priority Secured Debt Representative. (b) With respect to any Secured Debt that is issued or incurred after the Closing Date, the Issuer, each of the other Obligors and each Guarantor agrees, at its own cost and expense, to take such actions (if any) as may from time to time reasonably be requested by the Superpriority Secured Debt Representative, the First Priority Secured Debt Representative or the Second Priority Secured Debt Representative, and enter into such technical amendments, modifications and/or supplements to this Agreement and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower Collateral Documents (or any Vessel Ownerexecute and deliver such additional Collateral Documents) as may from time to incur additional Indebtedness unless expressly permitted time be reasonably requested by such Persons, to ensure that such Secured Debt is secured by, and carried out in accordance with entitled to the terms benefits of, the relevant Collateral Documents relating to such Secured Debt, and each Secured Party (by its acceptance of this Agreementthe benefits hereof) hereby agrees to, and authorizes the each Collateral Agent, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).

Additional Secured Debt. (a) The Security Trustee willTo the extent, but only to the extent, permitted by the provisions of the then extant Superpriority Secured Debt Documents, First Priority Secured Debt Documents and Second Priority Secured Debt Documents (as certified by the Issuer or Parent Guarantor), the Issuer or any other Obligor may incur or issue (i) one or more series or classes of Additional First Priority Secured Debt (“New First Priority Secured Debt”) and (ii) one or more series or classes of Additional Second Priority Secured Debt (“New Second Priority Secured Debt” and, together with New First Priority Secured Debt, “New Secured Debt”). Any New Secured Debt may be secured by L▇▇▇▇ on the Collateral if and subject to the condition that the Representative of any such New Secured Debt acting on behalf of the holders of such New Secured Debt (the “New Secured Debt Representative”) becomes, on the date of the incurrence of the New Secured Debt, a Security Trustee hereunder, perform its undertakings party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 3.02(a) with respect 8.07(b). In order for a New Secured Debt Representative to each holder of Additional Debt Secured Obligations that is issued or incurred on or after the date hereof thatbecome a party to this Agreement: (i) holds such New Secured Obligations that are identified Debt Representative shall have executed and delivered to each Collateral Agent (which shall deliver to each other Representative) a Joinder Agreement substantially in the form of Annex II (with such changes as Additional may be reasonably approved by the Collateral Agents) pursuant to which it becomes a Representative hereunder, and the New Secured Debt in respect of which such Representative is the Representative and the related Secured Obligations in accordance with the procedures set forth in Section 3.09(b) Parties become subject hereto and (c); andbound hereby; (ii) signsexcept in the case of any DIP Financing, through its designated such Additional Secured Lien Representative identified pursuant to Section 3.09(b)Obligations shall be permitted, an Intercreditor Joinder and delivers the same to the Security Trustee. (b) In addition to the Borrower’s right to request increased commitments under and in accordance with by the terms of the Loan Agreement, the Borrower will be permitted to incur additional secured debt (“Additional Secured Debt”) by way of issuing private placement notes, or entering into further secured loan facilities, provided that: (i) the total amount of the aggregate of the Loan Secured Obligations and the Additional Debt Secured Obligations shall not exceed $2,000,000,000; (ii) no Secured Debt Default or Event of Default shall have occurred and be continuing on the date on which such Additional Secured Debt comes into effect and after giving effect to such Additional Secured Debt; (iii) the Borrower shall not be entitled to have more than one revolving credit facility at any one time; (iv) the terms of the Additional Secured Debt (other than terms related to interest rates and fees) shall not be on more beneficial terms to the Additional Finance Parties than the terms of the Loan Documents are to the Loan Finance Parties, and shall not amortize more quickly, or have a shorter term, than the Loan Secured Obligations (unless, prior to the effectiveness of the Additional Secured Debt, such amendments are made to the Loan Documents to ensure the terms of the Loan Documents are at least as favorable as the terms of the Additional Secured Debt Documents); (v) prior to entering into any Additional Debt Documents, the Borrower shall inform the Administrative Agent of its intention to incur Additional Secured Debt and the proposed terms of such Additional Secured Debt and shall give the Lenders such further non-confidential information in relation to the such Additional Secured Debt as they may reasonably request; (vi) the Security Trustee shall be appointed as security trustee pursuant to the Additional Debt Documents, to act as Security Trustee in respect thereof, in accordance with the terms of this Agreement be incurred and Citibank, N.A. shall be appointed as administrative agent (or equivalent position) in respect of such Additional Secured Debt; (vii) the payment and satisfaction of all of the Additional Debt Secured Obligations and the Loan Secured Obligations will be secured equally and ratably by the Liens established in favor of the Security Trustee for the benefit of the Secured Parties; and (viii) the Borrower shall deliver an Additional Secured Debt Designation in accordance with 3.09(c) below. (c) The Borrower will (subject to 3.09(b) above) be permitted to designate as an additional holder of Secured Obligations hereunder each Person who is, or who becomes, the registered holder of Additional Secured Debt on or after the date of this Agreement in accordance with the terms of all applicable Additional Debt Documents and this Agreement. The Borrower may only effect such designation by delivering to the Security Trustee an Additional Secured Debt Designation which: (i) states that the Borrower intends to incur or has incurred Additional Secured Debt which will be secured by the Lien of the Collateral equally and ratably with the Loan Secured Obligations and all previously existing and future Additional Debt Secured Obligations; (ii) specifies the name and address of the Additional Debt Representative for such Additional Secured Debt; (iii) states that the Borrower has duly authorized, executed (if applicable) and recorded or registered (or caused to be recorded or registered) in each appropriate governmental office all relevant filings, applications for registration and recordations to ensure that the Additional Secured Debt is secured by the Collateral in accordance with the applicable Lien and payment priorities set forth in this Agreement, and the Issuer shall have delivered to each Collateral Agent an Officer’s Certificate, stating that the conditions set forth in this Section 8.07 are satisfied with respect to such Additional Secured Debt, and, if requested, true and complete copies of each of the First Priority Secured Debt Documents or Second Priority Secured Debt Documents; (iv) attaches , as Exhibit 1 applicable, relating to such Additional Secured Debt Designation certified as being true and correct by a Reaffirmation Agreement duly executed by Responsible Officer of the BorrowerIssuer and identifying the obligations to be designated as either Additional First Priority Secured Debt or Additional Second Priority Secured Debt, which Reaffirmation Agreement shall be substantially in the form of Exhibit 1 to Exhibit A hereto; as applicable; and (viii) states that the Borrower has caused a copy of the First Priority Secured Debt Documents or Second Priority Secured Debt Documents, as applicable, relating to such Additional Secured Debt Designation shall provide that each New Secured Debt Representative with respect to such Additional Secured Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Secured Debt. For the avoidance of doubt, upon becoming a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii) above, (i) any New Secured Debt Representative of Additional First Priority Secured Debt will become a First Priority Secured Debt Representative and (ii) any New Secured Debt Representative of Additional Second Priority Secured Debt will become a Second Priority Secured Debt Representative. (b) With respect to any Secured Debt that is issued or incurred after the Closing Date, the Issuer, each of the other Obligors and each Guarantor agrees, at its own cost and expense, to take such actions (if any) as may from time to time reasonably be requested by the Superpriority Secured Debt Representative, the First Priority Secured Debt Representative or the Second Priority Secured Debt Representative, and enter into such technical amendments, modifications and/or supplements to this Agreement and the related Intercreditor Joinder to be delivered to each then existing Secured Lien Representative. Notwithstanding the foregoing, nothing in this Agreement will be construed to allow the Borrower Collateral Documents (or any Vessel Ownerexecute and deliver such additional Collateral Documents) as may from time to incur additional Indebtedness unless expressly permitted time be reasonably requested by such Persons, to ensure that such Secured Debt is secured by, and carried out in accordance with entitled to the terms benefits of, the relevant Collateral Documents relating to such Secured Debt, and each Secured Party (by its acceptance of this Agreementthe benefits hereof) hereby agrees to, and authorizes the each Collateral Agent, as the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).