Common use of Certain Funds Period Clause in Contracts

Certain Funds Period. Notwithstanding any other provision of any Interim Finance Document, during the Certain Funds Period none of the Interim Finance Parties shall: (a) refuse to participate in or make available any Interim Loan, provided that the condition in paragraph (a)(i) of Clause 3.1 (Conditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedent); (b) be entitled to take any action or exercise any right to rescind, terminate or cancel this Agreement (or any provision hereof or obligation hereunder) or any Interim Loan or Interim Commitment; (c) exercise any right of set-off or counterclaim in respect of any Interim Loan or Interim Commitment; (d) accelerate any Interim Loan or otherwise demand or require repayment or prepayment of any sum from any Obligor; (e) enforce (or instruct the Interim Security Agent to enforce) any Security Interest granted by or over any Group Company; or (f) take any other action, exercise any right or make or enforce any other claim (in its capacity as an Interim Finance Party) to the extent such action or claim would directly or indirectly prevent or limit the making of an Interim Loan, unless at any time any of the conditions in paragraphs (a)(ii) to (a)(iv) (inclusive) of Clause 3.1 (Conditions Precedent) above are not satisfied provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Interim Finance Parties, notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Certain Funds Period. Notwithstanding any other provision of any Interim Finance Document, during the Certain Funds Period none of the Interim Finance Parties shall: (a) refuse to participate in or make available any Interim LoanUtilisation, provided that the condition in paragraph (a)(i) of Clause 3.1 (Conditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedent); (b) be entitled to take any action or exercise any right to rescind, terminate or cancel this Agreement (or any provision hereof or obligation hereunder) or any Interim Loan Utilisation or any Interim Commitment; (c) exercise any right of cancellation, set-off off, rescission or counterclaim or similar right in respect of any Interim Loan Utilisation or Interim Commitment; (d) accelerate any Interim Loan Utilisation or otherwise demand or require repayment or prepayment of any sum from any Obligor; (e) enforce (or instruct the Interim Security Agent to enforce) any Security Interest granted by or over under any Group Company; orInterim Finance Document; (f) take any other action, exercise any right action or make or enforce any other claim (in its capacity as an Interim Finance PartyLender) to the extent such action or claim which would directly or indirectly prevent any Interim Utilisation from being made; or (g) make or limit enforce any claim under any indemnity or in respect of any payment obligation of any Obligor as set out in the making of an Interim LoanFinance Documents, including, but not limited to, Clause 10 (Taxes), Clause 11 (Increased Costs), Clause 13 (Fees and Expenses) and Clause 14 (Indemnities), unless at any time any of the conditions (to the extent applicable in relation to such Interim Utilisation) in paragraphs (a)(ii) to or (a)(iv) (inclusivea)(iii) of Clause 3.1 (Conditions Precedent) above are not satisfied (which, in respect of paragraph (a)(iii) of Clause 3.1 (Conditions Precedent) above, shall allow the relevant Interim Lender to take such action in respect of itself only (and only to the extent required to rectify such unlawfulness)), provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Interim Finance Parties, notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Certain Funds Period. Notwithstanding any other provision of any Interim Finance Document(a) Subject to Section 4.02, during the Certain Funds Period none of Period, each Lender will be obligated to make the Interim Finance Parties shallLoans on each Funding Date unless, on such Funding Date: (ai) refuse a Major Default has occurred and is continuing or would result from the making of the Loans; or (ii) due to a change in law after the date that such Lender becomes a Lender under this Agreement, it has become unlawful in any applicable jurisdiction for such Lender to perform any of its obligations to lend or participate in or make available any Interim Loan, Loans (provided that this shall be without prejudice to the condition in paragraph (a)(i) obligations of Clause 3.1 (Conditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedentall of the other Lenders);. (b) During the Certain Funds Period (save in circumstances where, because of the occurrence of any of the events specified in paragraph (a) of this Section, a Lender is not obligated to make the Loans on any Funding Date, it being understood that in the circumstance set forth in paragraph (a)(ii) of this Section affecting any Lender, this parenthetical shall be without prejudice to the obligations of all the other Lenders), none of the Administrative Agent or the Lenders shall be permitted or entitled to (or to take any action or exercise threaten to): (i) cancel the Commitment of any right to Lender, except as provided in Section 2.08(d); (ii) rescind, terminate or cancel this Agreement or the Loans or exercise any similar right or remedy or make or enforce any claim under the Loan Documents or under any applicable law it may have or take any other action, in each case, to the extent to do so would or will prevent or limit (A) the making of the Loans or any provision hereof or obligation hereunder(B) or any Interim Loan or Interim Commitmentthe Borrower from applying the proceeds of the Loans in accordance with Section 5.09; (ciii) in the case of any Lender, refuse or fail to make or participate in the making of the Loans; (iv) exercise any right of set-off or counterclaim in respect of any Interim Loan or Interim Commitment; (d) accelerate any Interim Loan or otherwise demand or require repayment or prepayment of any sum from any Obligor; (e) enforce (or instruct the Interim Security Agent to enforce) any Security Interest granted by or over any Group Company; or (f) take any other action, exercise any right or make or enforce any other claim (in its capacity as an Interim Finance Party) Loans to the extent such action to do so would or claim would directly or indirectly will prevent or limit the making of an Interim Loanthe Loans; or (v) cancel, unless at accelerate, make demand for or cause repayment or prepayment of any time amounts owing under this Agreement or under any other Loan Document to the extent to do so would or will prevent or limit the making of the Loans or which would require the same to be repaid, prepaid or canceled; (c) Notwithstanding any other term of any of the conditions in paragraphs (a)(ii) to (a)(iv) (inclusive) of Clause 3.1 (Conditions Precedent) above are not satisfied provided thatLoan Documents, immediately upon the expiry if any other term of the Certain Funds PeriodLoan Documents is contrary to or inconsistent with this Section 4.03, then the terms of this Section 4.03 shall prevail in all such rights, remedies and entitlements shall be available to the Interim Finance Parties, notwithstanding that they may not have been used or been available for use during the Certain Funds Periodrespects.

Certain Funds Period. Notwithstanding any other provision of this Agreement or any Interim Finance Loan Document, during the Certain Funds Period none of the Interim Finance Parties New Loan Lenders shall: (a) refuse to participate in or make available any Interim New Loan, provided that the condition conditions in paragraph (a)(ia) - (j) (inclusive) of Clause 3.1 3 (Conditions Precedentto Effectiveness and Availability) above has been satisfied or waived in accordance with Clause 3.1 3 (Conditions Precedentto Effectiveness and Availability); (b) be entitled to take any action or exercise any right to rescind, terminate or cancel this Agreement or any Loan Document (or any provision hereof or obligation hereunder) or any Interim New Loan or Interim CommitmentNew Loan Commitments; (c) exercise any right of set-off or counterclaim in respect of any Interim New Loan Lender or Interim New Loan Commitment; (d) accelerate any Interim New Loan or otherwise demand or require repayment or prepayment of any sum from (or take any Obligorother action against) any Loan Party; (e) enforce (or instruct the Interim Security Administrative Agent to enforce) any Security Interest granted by or over any Group Companymember of the Group; or (f) take any other action, exercise any right or make or enforce any other claim (in its capacity as an Interim Finance Party) to the extent such action or claim which would directly or indirectly prevent or limit the making of an Interim Loanany New Loan from being made, unless at any time any of the conditions condition in paragraphs (a)(ii) to (a)(iv) (inclusivek) of Clause 3.1 3 (Conditions Precedentto Effectiveness and Availability) above are is not satisfied above, provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Interim Finance PartiesNew Loan Lender, notwithstanding that they may not have been used or been available for use during the Certain Funds Period.. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title Authorized Signatory By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title Authorized Signatory LENDERS: ROYAL BANK OF CANADA, as a Term B-6 Lender and a Term B-7 Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director Head of Leveraged Finance CREDIT SUISSE AG, NEW YORK BRANCH, as a Term B-6 Lender and a Term B-7 Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory CITIBANK, N.A., as a Term B-6 Lender and a Term B-7 Lender By: /s/ Ciaran Small Name: Ciaran Small Title: Vice President ▇▇▇▇▇▇▇ SACHS BANK USA, as a Term B-6 Lender and a Term B-7 Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., as a Term B-6 Lender and a Term B-7 Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Director

Certain Funds Period. Notwithstanding any other provision of any Interim Finance Document, during the Certain Funds Period none of the Interim Finance Parties shall: (a) refuse to participate in or make available any Interim LoanUtilisation, provided that the condition in paragraph (a)(i) of Clause 3.1 (Conditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedent); (b) be entitled to take any action or exercise any right to rescind, terminate or cancel this Agreement (or any provision hereof or obligation hereunder) or any Interim Loan Utilisation or Interim Commitment; (c) exercise any right of set-off or counterclaim in respect of any Interim Loan Utilisation or Interim Commitment; (d) accelerate any Interim Loan Utilisation or otherwise demand or require repayment or prepayment of any sum from (or take any other action against) any Obligor; (e) enforce (or instruct the Interim Security Agent to enforce) any Security Interest granted by or over any Group Companymember of the Group; or (f) take any other action, exercise any right or make or enforce any other claim (in its capacity as an Interim Finance Party) to the extent such action or claim which would directly or indirectly prevent or limit the making of an any Interim LoanUtilisation from being made, unless at any time any of the conditions in paragraphs (a)(ii) to and (a)(iva)(iii) (inclusive) of Clause 3.1 (Conditions Precedent) above are not satisfied (which, in respect of paragraph (a)(iii) of Clause 3.1 (Conditions Precedent) above, shall allow the relevant Interim Lender to take such action in respect of itself only and shall not permit any other Interim Finance Parties to take such action), provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Interim Finance Parties, notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

Certain Funds Period. Notwithstanding any other provision of any Interim Finance Document(a) Subject to Section 4.02, during the Certain Funds Period none of Period, each Lender will be obligated to make the Interim Finance Parties shallLoans on each Funding Date unless, on such Funding Date: (ai) refuse a Major Default has occurred and is continuing or would result from the making of the Loans; or (ii) due to a change in law after the date that such Lender becomes a Lender under this Agreement, it has become unlawful in any applicable jurisdiction for such Lender to perform any of its obligations to lend or participate in or make available any Interim Loan, Loans (provided that this shall be without prejudice to the condition in paragraph (a)(i) obligations of Clause 3.1 (Conditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedentall of the other Lenders);. (b) During the Certain Funds Period (save in circumstances where, because of the occurrence of any of the events specified in paragraph (a) of this Section, a Lender is not obliged to make the Loans on any Funding Date), none of the Administrative Agent or the Lenders shall be permitted or entitled to (or to take any action or exercise threaten to): (i) cancel the Commitment of any right to Lender; (ii) rescind, terminate or cancel this Agreement or the Loans or exercise any similar right or remedy or make or enforce any claim under the Loan Documents or under any applicable law it may have or take any other action, in each case, to the extent to do so would or will prevent or limit (A) the making of the Loans or any provision hereof or obligation hereunder(B) or any Interim Loan or Interim Commitmentthe Company from applying the proceeds of the Loans in accordance with Section 5.08; (ciii) in the case of any Lender, refuse or fail to make or participate in the making of the Loans; (iv) exercise any right of set-off or counterclaim in respect of any Interim Loan or Interim Commitment; (d) accelerate any Interim Loan or otherwise demand or require repayment or prepayment of any sum from any Obligor; (e) enforce (or instruct the Interim Security Agent to enforce) any Security Interest granted by or over any Group Company; or (f) take any other action, exercise any right or make or enforce any other claim (in its capacity as an Interim Finance Party) Loans to the extent such action to do so would or claim would directly or indirectly will prevent or limit the making of an Interim Loanthe Loans; or (v) cancel, unless at accelerate, make demand for or cause repayment or prepayment of any time amounts owing under this Agreement or under any other Loan Document to the extent to do so would or will prevent or limit the making of the Loans or which would require the same to be repaid, prepaid or canceled; (c) Notwithstanding any other term of any of the conditions in paragraphs (a)(ii) to (a)(iv) (inclusive) of Clause 3.1 (Conditions Precedent) above are not satisfied provided thatLoan Documents, immediately upon the expiry if any other term of the Certain Funds PeriodLoan Documents is contrary to or inconsistent with this Section 4.03, then the terms of this Section 4.03 shall prevail in all such rights, remedies and entitlements shall be available to the Interim Finance Parties, notwithstanding that they may not have been used or been available for use during the Certain Funds Periodrespects.

Certain Funds Period. Notwithstanding any other provision of any Interim Finance Document, during the Certain Funds Period none of the Interim Finance Parties shall: (a) refuse to participate in or make available any Interim LoanUtilisation, provided that the condition in paragraph (a)(ib)(i) of Clause 3.1 (Conditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedent); (b) be entitled to take any action or exercise any right to rescind, terminate or cancel this Agreement (or any provision hereof or obligation hereunder) or any Interim Loan Utilisation or any Interim Commitment; (c) exercise any right of set-off or counterclaim in respect of any Interim Loan Utilisation or Interim Commitment; (d) accelerate any Interim Loan Utilisation or otherwise demand or require repayment or prepayment of any sum from any Obligor; (e) enforce (or instruct the Interim Security Agent to enforce) any Security Interest granted by or over under any Group CompanyInterim Finance Document; (f) declare that cash cover in relation to a Bank Guarantee is immediately due and payable on demand; or (fg) take any other action, exercise any right action or make or enforce any other claim (in its capacity as an Interim Finance PartyLender) to the extent such action or claim which would directly or indirectly prevent or limit the making of an any Interim LoanUtilisation from being made, unless at any time any of the conditions in paragraphs (a)(iib)(i) to (a)(ivb)(iv) (inclusiveto the extent applicable to such Interim Utilisation) of Clause 3.1 (Conditions Precedent) above are not satisfied (which, in respect of paragraph (b)(iii) of Clause 3.1 (Conditions Precedent) above, shall allow the relevant Interim Lender to take such action in respect of itself only), provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Interim Finance Parties, notwithstanding that they may not have been used or been available for use during the Certain Funds Period.