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The Indenture will permit or require the Trustee to enter into Additional Intercreditor Agreements, which may have
terms that are different from those described below with respect to the Intercreditor Agreement.
Subordination on the Basis of the Intercreditor Agreement. In general:
• the creditors under the Senior Credit Facilities (including, for purposes of the Intercreditor Agreement as described
in this “Description of the Notes”, related hedging, security and other documents) will be entitled, pursuant to the
terms of the Intercreditor Agreement, to payment in full of all amounts outstanding under the Senior Credit
Facilities before the Holders would be entitled to payments under a Subsidiary Guarantee of any Subsidiary
Guarantor; and
• the Trustee and the Holders will be required, pursuant to the terms of the Intercreditor Agreement, to hold on trust
and turn over any amounts they receive in respect of a Subsidiary Guarantee to the security agent under the Senior
Credit Facilities until all obligations outstanding under the Senior Credit Facilities are paid in full; provided,
however, that the Trustee shall only be required to turn over any amount if (i) it has actual knowledge that such
receipt or recovery is required to be turned over and (ii) it has not distributed any amount so received or recovered
to Holders in accordance with the Indenture.
The Security Trustee will be directed to apply such amounts in the manner described under “Description of Other
Indebtedness—Intercreditor Agreement—Turnover.”
In addition, to the extent that a Subsidiary Guarantor Incurs (a) additional Subsidiary Guarantor Senior Indebtedness,
such Subsidiary Guarantor Senior Indebtedness will be entitled to similar ranking in right of payment to such Subsidiary
Guarantor’s Subsidiary Guarantee and may also have the benefit of an Additional Intercreditor Agreement giving effect to
such seniority and (b) additional Subsidiary Guarantor Senior Subordinated Indebtedness, such Subsidiary Guarantor Senior
Subordinated Indebtedness will rank equal in right of payment with such Subsidiary Guarantor’s Subsidiary Guarantee and
may also have the benefit of an Additional Intercreditor Agreement giving effect to such ranking.
Turnover and Application of Proceeds Under the Intercreditor Agreement. If, at any time when any Subsidiary
Guarantor Senior Indebtedness or Subsidiary Guarantor Senior Subordinated Indebtedness is or may be outstanding, the
Trustee or any Holder receives or recovers (a) any payment or distribution of, or on account of or in relation to, any liabilities
under the Subsidiary Guarantees which is not permitted by the Intercreditor Agreement, (b) any amount by way of set-off in
respect of any of such liabilities which does not give effect to a payment permitted by the Intercreditor Agreement, (c) the
proceeds of any enforcement of the Security Documents, except in accordance with the provisions of the Intercreditor
Agreement relating to the application of proceeds received by the Security Trustee, or (d) any distribution in cash or in kind
made as a result of the occurrence of certain events of insolvency in respect of any obligor under the Senior Credit Facilities,
the Trustee or such Holder, as the case may be, will hold that amount on trust for the benefit of the Security Trustee and
promptly pay that amount to the Security Trustee (or, in certain circumstances, pay an amount equal to that receipt or
recovery to the Security Trustee), in each case, to be held on trust by the Security Trustee for application in accordance with
the order of priority specified in the Intercreditor Agreement; provided, however, that the Trustee shall only be required to
turn over any amount if (x) it has actual knowledge that such receipt or recovery is required to be turned over and (y) it has
not distributed any amount so received or recovered to Holders in accordance with the Indenture. This order of priority
requires that all obligations under the Senior Credit Facilities be fully discharged before any amounts may be distributed in
respect of the Notes or the Subsidiary Guarantees and further provides that, following the full discharge of obligations under
the Senior Credit Facilities and Holders share in any amounts which are subject to the Intercreditor Agreement on a pari
passu basis. See “Description of Other Indebtedness—Intercreditor Agreement.”
In addition, the terms of future Subsidiary Guarantor Senior Indebtedness may require similar turnover provisions in
favor of such Subsidiary Guarantor Senior Indebtedness, which may be entered into without the consent of the Trustee or the
Holders pursuant to the provisions described under “—Certain Covenants—Additional Intercreditor Agreements” and to the
extent permitted under the covenants described under “—Certain Covenants—Limitation on Indebtedness” and “—Certain
Covenants—Impairment of Security Interest.” In such case, the relevant Representative of such Subsidiary Guarantor Senior
Indebtedness would be able to require that amounts that would otherwise have been paid to the Trustee or the Holders be paid
instead to such Representative of, or the lenders under, such Subsidiary Guarantor Senior Indebtedness.
Because of the foregoing subordination provisions, it is likely that holders of Subsidiary Guarantor Senior Indebtedness
and other creditors (including trade creditors) of a Subsidiary Guarantor will recover disproportionately more than the
Holders recover in insolvency proceedings or a similar proceeding relating to such Subsidiary Guarantor. In any such case,
there may be insufficient assets, or no assets, remaining to pay the principal of or interest on the Notes. Payments by the
Issuer from the money or the proceeds of European Government Obligations held in any defeasance trust pursuant to the
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