Common use of Security and guarantees Clause in Contracts

Security and guarantees. Senior Secured Creditors (a) any Security from any Debtor, any member of the Group or any Security Grantor in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to the Common Transaction Security and (to the extent applicable) the Transaction Security granted under the Pre-Effective Date Security Documents, if (except for any Security permitted under Clause 3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, at the same time it is also offered either: (i) to the Security Agent as agent or trustee for the other Senior Secured Creditors in respect of their Liabilities; or (ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent as agent or trustee for the Senior Secured Creditors: (A) to the other Senior Secured Creditors in respect of their Liabilities; or (B) to the Security Agent under a parallel debt structure, joint and several creditor structure or agency structure for the benefit of the other Senior Secured Creditors, and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause ‎2.2 (Transaction Security), provided that all amounts received or recovered by any Senior Secured Creditor with respect to such Security are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds); and (b) any guarantee, indemnity or other assurance against loss from any Debtor, any member of the Group or any Security Grantor in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to those in: (i) the form of the Senior Facilities Agreement as at the Effective Date (or any other Finance Document (as defined therein) in its form as at the Effective Date); or (ii) this Agreement; or (iii) any Common Assurance, if (except for any guarantee, indemnity or other assurance against loss permitted under Clause ‎3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, at the same time it is also offered to the other Senior Secured Creditors in respect of their Liabilities and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) and all amounts received or recovered by any Senior Secured Creditor with respect to such guarantee, indemnity or other assurance against loss are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds).

Security and guarantees. Senior Secured CreditorsCreditors Other than as set out in Clause 3.6 (Security: Ancillary Lenders and Issuing Banks), the Senior Lenders and the Senior Secured Notes Creditors may take, accept or receive the benefit of: (a) any Security from any Debtor, any member of Group Company or the Group Senior Unsecured Security Providers or any Third Party Security Grantor Provider in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to the Common Transaction Security and (to the extent applicable) the Transaction Security granted under the Pre-Effective Date Security Documents, if (except for any Security permitted under Clause 3.4 3.6 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, the other Senior Secured Parties already benefit from such Security (or Security over the same assets) or at the same time it is also offered either: (i) to the Security Agent as security agent or trustee for (and/or, with respect to any Italian Transaction Security, as agent with representative powers (mandatario con rappresentanza) acting in the name and on behalf (in nome e per conto) of) the other Senior Secured Creditors Parties in respect of their Liabilities; (ii) to the Senior Secured Parties in respect of their Liabilities; or (iiiii) to the Security Agent as joint and several creditor of the Senior Secured Parties; or (iv) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent as security agent or trustee for (and/or, for the purposes of Italian law, as agent with representative powers (mandatario con rappresentanza) acting in the name and on behalf (in nome e per conto) of) the Senior Secured CreditorsParties: (A) to the other Senior Secured Creditors Parties in respect of their Liabilities; or (B) to the extent recognised and permitted under applicable law and in any event other than for Security governed by Italian law, to the Security Agent under a parallel debt structure, joint and several creditor structure or agency structure (or otherwise) for the benefit of the other Senior Secured CreditorsParties, and ranks, or is expressed to rank, ranks in the same order of priority as that contemplated in Clause ‎2.2 2.2 (Transaction Security), provided that all amounts received or recovered by any Senior Secured Creditor with respect to such Security are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds); and (b) any guarantee, indemnity or other assurance against loss from any Debtor, any member of the Group Company or any Third Party Security Grantor Provider in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to those in: (i) the form of the Senior Facilities Agreement as at or the Effective Date (or any other Finance Document (as defined therein) in its form as at the Effective Date); orSenior Secured Notes Indenture; (ii) this Agreement; or (iii) any Common Assurance, if (except for any guarantee, indemnity or other assurance against loss permitted under Clause ‎3.4 3.6 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, the other Senior Secured Parties already benefit from such a guarantee, indemnity or other assurance against loss, or at the same time it is also offered to the other Senior Secured Creditors Parties in respect of their Liabilities and ranks, or is expressed to rank, ranks in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) and all amounts received or recovered by any Senior Secured Creditor with respect to such guarantee, indemnity or other assurance against loss are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds).

Security and guarantees. Senior Secured Creditors (a) any Security from any Debtor, any member of the Group or any Security Grantor in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to the Common Transaction Security and (to the extent applicable) the Transaction Security 84894163_20 granted under the Pre-Effective Date Security Documents, if (except for any Security permitted under Clause 3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, at the same time it is also offered either: (i) to the Security Agent as agent or trustee for the other Senior Secured Creditors in respect of their Liabilities; or (ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent as agent or trustee for the Senior Secured Creditors: (A) to the other Senior Secured Creditors in respect of their Liabilities; or (B) to the Security Agent under a parallel debt structure, joint and several creditor structure or agency structure for the benefit of the other Senior Secured Creditors, and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause ‎2.2 2.2 (Transaction Security), provided that all amounts received or recovered by any Senior Secured Creditor with respect to such Security are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds); and (b) any guarantee, indemnity or other assurance against loss from any Debtor, any member of the Group or any Security Grantor in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to those in: (i) the form of the Senior Facilities Agreement as at the Effective Date (or any other Finance Document (as defined therein) in its form as at the Effective Date); or (ii) this Agreement; or (iii) any Common Assurance, if (except for any guarantee, indemnity or other assurance against loss permitted under Clause ‎3.4 3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, at the same time it is also offered to the other Senior Secured Creditors in respect of their Liabilities and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) and all amounts received or recovered by any Senior Secured Creditor with respect to such guarantee, indemnity or other assurance against loss are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds).. 84894163_20

Security and guarantees. Senior Secured Creditors (a) any Security from any Debtor, any member of the Group or any Security Grantor in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Bridge/Notes Liabilities in addition to the Common Transaction Security and (to the extent applicable) the Transaction Security granted under the Pre-Effective Date Security Documents, if (except for any Security permitted under Clause 3.4 3.6 (Security: Ancillary Facility Lenders and Issuing Banks)) ), and to the extent legally possible and subject to any Agreed Security Principles, the other Senior Secured Creditors already benefit from such Security (or Security over the same assets) or at the same time it is also offered either: (i) to the Security Agent as security agent or trustee for the other Senior Secured Creditors in respect of their Liabilities; or (ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent as agent or trustee for the Senior Secured Creditors: (A) to the other Senior Secured Creditors in respect of their Liabilities; or (B) to the Security Agent under a parallel debt structure, joint and several creditor structure, agency structure or agency structure otherwise for the benefit of the other Senior Secured Creditors, and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause ‎2.2 2.2 (Transaction Security), provided that all amounts received or recovered by any Senior Secured Creditor with respect to such Security are immediately paid to the Security Agent and held and applied in accordance with Clause 18 14 (Application of Proceeds); and (b) any guarantee, indemnity or other assurance against loss from any Debtor, any member of the Group or any Security Grantor in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Bridge/Notes Liabilities in addition to those in: (i) the original form of the Senior Facilities Agreement as at the Effective Date (or any other Finance Document (as defined therein) in its form as at the Effective Date); orAgreement; (ii) this Agreement; or (iii) any Common Assurance, if (except for any guarantee, indemnity or other assurance against loss permitted under Clause ‎3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed Security Principles, at the same time it is also offered to the other Senior Secured Creditors in respect of their Liabilities and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) and all amounts received or recovered by any Senior Secured Creditor with respect to such guarantee, indemnity or other assurance against loss are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds).,

Security and guarantees. Super Senior Secured Creditors and Senior Secured Creditors Any of the Super Senior Secured Creditors, the Senior Secured Creditors and the Operating Facility Lenders (and/or the Security Agent, a Senior Agent and/or any other person acting on behalf any of them) may take, accept or receive the benefit of: (a) any Security from any Debtor, any member of the Group or any (the “Security Grantor Provider”) in respect of any of the Super Senior Lender Liabilities, the Pari Passu Debt Senior Liabilities or and the Senior Secured Notes Operating Facility Liabilities (in addition to the Common Transaction Security and (to the extent applicableSecurity) the Transaction Security granted under the Pre-Effective Date Security Documents, if provided that (except for any Security permitted under paragraphs (a) to (f) of Clause 3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and ), to the extent legally possible and subject to any the Agreed Security Principles, at the same time it is also offered either: (i) to the Security Agent Provider becomes party to this Agreement as agent or trustee for the other Senior Secured Creditors a Debtor (if not already a Party in respect of their Liabilities; orthat capacity); (ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent as agent or trustee for the Senior Secured Creditors: (A) to the other Senior Secured Creditors in respect of their Liabilities; or (B) to the Security Agent under a parallel debt structure, joint and several creditor structure or agency structure for the benefit of the other Senior Secured Creditors, and ranks, or is expressed to rank, in the same order of priority as that contemplated in Clause ‎2.2 (Transaction Security), provided that all amounts actually received or recovered by any Super Senior Secured Creditor, Senior Secured Creditor or Operating Facility Lender with respect to any such Security are shall immediately be paid to the Security Agent and held and applied in accordance with Clause 18 14 (Application of Proceeds); and (iii) such Security may only be enforced in accordance with Clause 12.6 (Security held by other Creditors). (b) any guarantee, indemnity or other assurance against loss from any Debtor, any member of the Group or any Security Grantor (the “Guarantee Provider”) in respect of any of the Super Senior Lender Liabilities, the Pari Passu Debt Senior Liabilities or the Senior Secured Notes Operating Facility Liabilities in addition to those in: (i) the form of Revolving Finance Documents, the Senior Facilities Agreement as at the Effective Date (Debt Documents or any other Finance Document (as defined therein) in its form as at the Effective Date); orOperating Facility Document; (ii) this Agreement; or (iii) any Common Assurance, if provided that (except for any guarantee, indemnity or other assurance against loss permitted under paragraphs (a) to (f) of Clause ‎3.4 3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and ), to the extent legally possible and subject to any the Agreed Security Principles: (A) the Guarantee Provider becomes party to this Agreement as a Debtor (if not already a party in that capacity); and (B) such guarantee, at the same time it is also offered to the other Senior Secured Creditors in respect of their Liabilities and ranks, indemnity or assurance against loss is expressed to rankbe subject to the terms of this Agreement; and (c) any Security, in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) and all amounts received or recovered by any Senior Secured Creditor with respect to such guarantee, indemnity or other assurance against loss from any member of the Group in connection with: (i) any escrow or similar or equivalent arrangements entered into in respect of amounts which are immediately paid being held (or will be held) by a person which is not a member of the Group prior to release of those amounts to a member of the Security Agent and held and applied Group; or (ii) any actual or proposed defeasance, redemption, prepayment, repayment, purchase or other discharge of any Super Senior Liabilities, Senior Liabilities and/or Operating Facility Liabilities (in accordance with Clause 18 (Application each case provided that such defeasance, redemption, prepayment, repayment, purchase or other discharge is not prohibited by the terms of Proceedsthis Agreement).

Security and guarantees. Senior Secured Primary Creditors (a) any Security from any Debtor, any member of the Group or any (the "Security Grantor Provider") in respect of any of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Primary Creditor Liabilities in addition to the Common Transaction Security (including, in the case of the New Money Notes Trustee and (the New Money Noteholders only, Security pursuant to the extent applicable) the Transaction Security granted under the Pre-Effective Date New Money Notes Escrow Security Documents, if ) provided that (except for any Security permitted under paragraphs (a) to (f) of Clause 3.4 (Security: Ancillary Facility Lenders and Issuing Banks) or pursuant to the New Money Notes Escrow Security Documents)) and , to the extent legally possible and subject to any the Agreed Security Principles, at the same time it is also offered either: (i) the Security Provider becomes party to this Agreement as a Debtor (if not already a Party in that capacity); (ii) all amounts actually received or recovered by any Primary Creditor with respect to any such Security shall immediately be paid to the Security Agent as agent or trustee for and applied in accordance with Clause 14 (Application of Proceeds); (iii) such Security may only be enforced in accordance with Clause 12.6 (Security held by other Creditors); and (iv) such Security is also offered to the other Senior Secured Creditors Parties in respect of their Liabilities; or (ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent as agent or trustee for the Senior Secured Creditors: (A) to the other Senior Secured Creditors in respect of their Liabilities; or (B) to the Security Agent under a parallel debt structure, joint Liabilities and several creditor structure or agency structure for the benefit of the other Senior Secured Creditors, and ranks, or is expressed to rank, ranks in the same order of priority as that contemplated in Clause ‎2.2 2.5 (Transaction Security), provided that all amounts received or recovered by any Senior Secured Creditor with respect to such Security are immediately paid to the Security Agent and held and applied in accordance with Clause 18 (Application of Proceeds); and; (b) any guarantee, indemnity or other assurance against loss from any Debtor, any member of the Group or any Security Grantor (the "Guarantee Provider") in respect of any of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Primary Creditor Liabilities in addition to those in: (i) the form of the Senior Facilities Agreement as at the Effective Date (or any other Finance Document (as defined therein) in its form as at the Effective Date); orDebt Financing Agreements; (ii) this Agreement; or (iii) any Common Assurance, if provided that (except for any guarantee, indemnity or other assurance against loss permitted under paragraphs (a) to (f) of Clause ‎3.4 3.4 (Security: Ancillary Facility Lenders and Issuing Banks) or pursuant to the New Money Notes Escrow Security Document)) and , to the extent legally possible and subject to any the Agreed Security Principles: (A) the Guarantee Provider becomes party to this Agreement as a Debtor (if not already a party in that capacity); (B) such guarantee, at indemnity or assurance against loss is expressed to be subject to the same time it terms of this Agreement; and (C) such guarantee, indemnity or assurance against loss is also offered to the other Senior Secured Creditors Parties in respect of their Liabilities under such and ranks, or is expressed to rank, ranks in the same order of priority as that contemplated in by Clause 2 2.1 (Ranking and PriorityPrimary Creditor Liabilities); and (c) and all amounts received or recovered by any Senior Secured Creditor with respect to such guarantee, indemnity or other assurance against loss from any member of the Group or Security from any member of the Group in connection with: (i) any escrow or similar or equivalent arrangements entered into in respect of amounts which are immediately paid being held (or will be held) by a person which is not a member of the Group prior to release of those amounts to a member of the Security Agent Group (including, for the avoidance of doubt, the New Money Notes Escrow Agreement); or (ii) any actual or proposed defeasance, redemption, prepayment, repayment, purchase or other discharge of any Super Senior Lender Liabilities, Senior Secured Notes Liabilities and held and applied Senior Secured Financing Liabilities (in accordance with Clause 18 (Application each case provided that such defeasance, redemption, prepayment, repayment, purchase or other discharge is not prohibited by the terms of Proceedsthis Agreement).

Security and guarantees. Senior Secured CreditorsBondholders (a) any Security from any Debtor, any member of the Group or any Security Grantor Member in respect of the Senior Lender Liabilities, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities Obligations in addition to the Common Transaction Security and (to the extent applicable) the Transaction Security granted under the Pre-Effective Date Security Documents, if (except for any Security permitted under Clause 3.4 (Security: Ancillary Facility Lenders and Issuing Banks)) and to the extent legally possible and subject to any Agreed customary security principles or similar considerations or any customary guarantee limitations set out in the Debtor Accession Deeds or Security PrinciplesDocuments, at the same time it is also offered either: (i) to the Security Agent Trustee as agent or security trustee for the other Senior Secured Creditors Bondholders in respect of their Liabilities; or (ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent Trustee as agent or security trustee for the Senior Secured CreditorsBondholders: (A) to the other Senior Secured Creditors Bondholders in respect of their Liabilities; or (B) to the Security Agent Trustee under a parallel debt structure, joint and several creditor structure or agency structure for the benefit of the other Senior Secured CreditorsBondholders, and ranks, or is expressed to rank, ranks in the same order of priority as that contemplated in Clause ‎2.2 2 (Transaction SecurityRanking and Priority), ; provided that all amounts received or recovered by any Senior Secured Creditor Bondholder with respect to such Security are immediately paid to the Security Agent Trustee and held and applied in accordance with Clause 18 13 (Application of Proceeds); and (b) any guarantee, indemnity or other assurance against loss from any Debtor, any member of the Group or any Security Grantor Member in respect of the Senior Lender LiabilitiesSecured Obligations, the Pari Passu Debt Liabilities or the Senior Secured Notes Liabilities in addition to those in: (i) the original form of the Senior Facilities Agreement as at Tranche A Bond Instrument or the Effective Date (Tranche B Bond Instrument or any equivalent provision in any other Finance Document (as defined therein) in its form as at the Effective Date); orBond Document; (ii) this AgreementDeed; or (iii) any Common Assurance, if (except for any guarantee, indemnity or other assurance against loss permitted under Clause ‎3.4 in respect of any of the Liabilities, the benefit of which (Security: Ancillary Facility Lenders and Issuing Banks)however conferred) and is, to the extent legally possible and subject to any Agreed customary security principles or similar considerations or any guarantee limitations set out in the Debtor Accession Deeds or Security PrinciplesDocuments, given to all the Bondholders in respect of their Liabilities, if the other Bondholders already benefit from such a guarantee, indemnity or other assurance against loss or at the same time it is also offered to the other Senior Secured Creditors Bondholders in respect of their Liabilities and ranks, or is expressed to rank, ranks in the same order of priority as that contemplated in Clause 2 (Ranking and Priority) and all amounts received or recovered by any Senior Secured Creditor a Bondholder with respect to such guarantee, indemnity or other assurance against loss are immediately paid to the Security Agent Trustee and held and applied in accordance with Clause 18 13 (Application of Proceeds).