Appointment of Financial Adviser. Without prejudice to Clause 17.10 (Rights and discretions), the Security Agent may engage, or approve the engagement of, pay for and rely on the services of a Financial Adviser in accordance with Schedule 4 (Enforcement Principles).
Appointment of Financial Adviser. (a) Without prejudice to Clause 13.8 (Rights and discretions), the Collateral Agent may engage, or approve the engagement of, (in each case on such terms as it may consider appropriate (including, without limitation, restrictions on that Financial Adviser’s liability and the extent to which any advice, valuation or opinion may be relied on or disclosed)), pay for and rely on the services of a Financial Adviser to provide advice, a valuation or an opinion in connection with:
(i) a Distressed Disposal or a Debt Disposal;
(ii) the application or distribution of any proceeds of a Distressed Disposal or a Debt Disposal; or
(iii) any amount of Non-Cash Consideration which is subject to Clause 5.1 (Turnover by the Creditors).
(b) For the purposes of paragraph (a) above, the Collateral Agent shall act:
(i) on the instructions of the Instructing Group if the Financial Adviser is providing a valuation for the purposes of Clause 10.2 (Cash value of Non-Cash Recoveries); or
(ii) otherwise in accordance with Clause 9.5 (Collateral Agent’s actions).
Appointment of Financial Adviser. Without prejudice to Clause 21.8 (Rights and discretions), the Intercreditor Agent may engage, or approve the engagement of, pay for and rely on the services of a Financial Adviser in accordance with Schedule 7 (Enforcement Principles).
Appointment of Financial Adviser. (a) If, following receipt of any information requested under paragraph (e) of Clause 22.5 (Information: miscellaneous), the Majority Participating Creditors so elect, they may, after consultation with the Parent, appoint a financial adviser to provide them with advice in relation to such information (and the Parent will pay (or procure to be paid) the documented and properly incurred costs associated with any such financial adviser’s appointment).
(b) The Parent shall, within three Business Days of demand, pay (or procure to be paid) to each Participating Creditor in respect of whom the financial adviser appointed under paragraph (a) is appointed, the amount of all documented and properly incurred costs and expenses incurred by it in connection with the appointment and role of any financial adviser appointed in accordance with paragraph (a).
Appointment of Financial Adviser. (a) Without prejudice to Clause 17.9 (Rights and Discretions), the Common Security Agent may engage, or approve the engagement of, (in each case on such terms as it may consider appropriate (including restrictions on that Financial Adviser’s liability and the extent to which any advice, valuation or opinion may be relied on or disclosed)), pay for and rely on the services of a Financial Adviser to provide a Fairness Opinion or any other advice, valuation or opinion in connection with:
(i) a Distressed Disposal, Liabilities Sale or a Debt Disposal;
(ii) the application or distribution of any proceeds of a Distressed Disposal, Liabilities Sale or a Debt Disposal; or
(iii) any amount of Non-Cash Consideration which is subject to Clause 8.2 (Turnover by Creditors).
(b) For the purposes of paragraph (a) above, the Common Security Agent shall act:
(i) on the instructions of the Instructing Group if the Financial Adviser is providing a valuation for the purposes of Clause 13.2 (Cash Value of Non-Cash Recoveries); or
(ii) otherwise in accordance with Clause 12.6 (Common Security Agent’s Actions).
Appointment of Financial Adviser. (a) Without prejudice to Clause 18.7 (Rights and discretions), the Security Agent may engage, or approve the engagement of, (in each case on such terms as it may consider appropriate (including restrictions on that Financial Adviser’s liability and the extent to which any advice, valuation or opinion may be relied on or disclosed)), pay for and rely on the services of a Financial Adviser to provide advice, a valuation or an opinion in connection with:
(i) a Distressed Disposal or a Debt Disposal;
(ii) the application or distribution of any proceeds of a Distressed Disposal or a Debt Disposal; or
(iii) any amount of Non-Cash Consideration which is subject to Clause 9.1 (Turnover by the Creditors).
(b) For the purposes of paragraph (a) above, the Security Agent shall act:
(i) on the instructions of the Majority Senior Creditors (or, in the case of (A) any Distressed Disposal of any asset that is subject to Transaction Security, (B) the application or distributions of any proceeds of any Distressed Disposal of any asset that is subject to Transaction Security, or (C) any Non-Cash Consideration in respect of any Distressed Disposal of any asset that is subject to Transaction Security or enforcement of any Transaction Security, the Instructing Group in respect of such Transaction Security) if the applicable Financial Adviser is providing a valuation for the purposes of Clause 14.2 (Cash value of Non-Cash Recoveries); or
(ii) otherwise in accordance with Clause 13.6 (Security Agent’s actions).
Appointment of Financial Adviser. (a) Without prejudice to Clause 18.7 (Rights and discretions), the Security Agent may engage, or approve the engagement of, (in each case on such terms as it may consider appropriate (including, without limitation, restrictions on that Financial Adviser’s liability and the extent to which any advice, valuation or opinion may be relied on or disclosed)), pay for and rely on the services of a Financial Adviser to provide advice, a valuation or an opinion in connection with:
(i) a Distressed Disposal or a Debt Disposal;
(ii) the application or distribution of any proceeds of a Distressed Disposal or a Debt Disposal; or
(iii) any amount of Non-Cash Consideration which is subject to Clause 8.2 (Turnover by the Creditors).
(b) For the purposes of paragraph (a) above, the Security Agent shall act:
(i) on the instructions of the Majority External Creditors if the Financial Adviser is providing a valuation for the purposes of Clause 13.2 (Cash value of Non-
(ii) otherwise in accordance with Clause 12.6 (Security Agent’s actions).
Appointment of Financial Adviser. (a) The Security SPV shall engage, or approve the engagement of a Financial Adviser, on such terms (in each case, subject to Clause 15.7(c)) as it may consider appropriate (including restrictions on that Financial Adviser’s liability and the extent to which any advice, valuation or opinion may be relied on or disclosed)), and shall pay for and rely on the services of such Financial Adviser to provide advice (including, if required, a valuation or an opinion) in connection with:
(i) a Distressed Disposal or a Debt Disposal;
(ii) the application or distribution of any proceeds of a Distressed Disposal or a Debt Disposal; or
(iii) any amount of Non-Cash Consideration which is subject to Clause 11.2 (Turnover by the Creditors).
Appointment of Financial Adviser. (a) Without prejudice to Clause 10.7 (Rights and discretions), a Security Agent may engage, or approve the engagement of, (in each case on such terms as it may consider appropriate (including, without limitation, restrictions on that Financial Adviser's liability and the extent to which any advice, valuation or opinion may be relied on or disclosed)), pay for and rely on the services of a Financial Adviser to provide advice, a valuation or an opinion in connection with:
(i) a Distressed Disposal; or
(ii) any amount of Non-Cash Consideration which is subject to Clause 5.1 (Turnover by the Creditors).
(b) For the purposes of paragraph (a) above, each Security Agent shall act:
(i) in relation to any Distressed Disposal (or proceeds thereof) or any Non-Cash Consideration attributable to assets subject to the Transaction Security (Security Agreement I), on the instructions of the Instructing Group I; and
(ii) in relation to any Distressed Disposal (or proceeds thereof) or any Non-Cash Consideration attributable to assets subject to the Transaction Security (Security Agreement II), on the instructions of the Instructing Group II.
Appointment of Financial Adviser. (a) Without prejudice to clause 7.2 (Rights and discretions), the Security Agent may engage, or approve the engagement of, (in each case on such terms as it may consider appropriate (including, without limitation, restrictions on that Financial Adviser's liability and the extent to which any advice, valuation or opinion may be relied on or disclosed)), pay for and rely on the services of a Financial Adviser to provide advice, a valuation or an opinion in connection with:
(i) a Distressed Disposal or a sale of Liabilities;
(ii) the application or distribution of any proceeds of a Distressed Disposal or a sale of Liabilities; or
(iii) any amount of Non-Cash Consideration which is subject to clause 5.1 (Turnover by the Creditors).
(b) For the purposes of paragraph (a) above, the Security Agent shall act:
(i) on the instructions of the New 2025 Notes Security Instructing Group if the Financial Adviser is providing a valuation for the purposes of clause 10.3 (Cash value of Non-Cash Recoveries) where the Security Agent has received or recovered any Non-Cash Recoveries from the New 2025 Notes Security Property; or
(ii) on the instructions of the Existing 2025 Notes Security Instructing Group if the Financial Adviser is providing a valuation for the purposes of clause 10.3 (Cash value of Non-Cash Recoveries) where the Security Agent has received or recovered any Non-Cash Recoveries from the Existing 2025 Notes Security Property; or
(iii) on the instructions of the New 2025 Notes Security Instructing Group and the Existing 2025 Notes Security Instructing Group, acting together, if the Financial Adviser is providing a valuation for the purposes of clause 10.3 (Cash value of Non-Cash Recoveries) where the Security Agent has received or recovered any Non-Cash Recoveries from assets which are unsecured; or
(iv) otherwise in accordance with clause 12.8 (Security Agent's actions).
