Common use of Certain Funds Period Clause in Contracts

Certain Funds Period. Notwithstanding any other term of this Agreement or any other Senior Finance Document, during the Certain Funds Period, unless a Certain Funds Default is continuing or would result from the proposed Loan, neither the Agent nor any of the Lenders shall: (a) invoke any condition set out in Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Utilisation or any utilisation of an Ancillary Facility during the Certain Funds Period solely for the purposes specified in sub-paragraphs (a)(i) and (ii) of Clause 3.1 (Purpose) (a “ Scheme of Arrangement Utilisation”) to the extent of its Available Commitment in respect of the Term Facilities; (b) exercise any right, power or discretion to terminate or cancel the obligation to make any Scheme of Arrangement Utilisation, other than under Clause 11.1 (Illegality) or Clause 11.3 (Mandatory cancellation); (c) have or exercise any right of rescission or similar right or remedy which it or they may have in respect of this Agreement in respect of any Scheme of Arrangement Utilisation; (d) take any step under Clause 26.21 (Acceleration) in respect of any Scheme of Arrangement Utilisation or that part of the Commitments which may be used by way of Scheme of Arrangement Utilisation (including the enforcement of any Security Documents) so as to prevent or inhibit the payment of consideration in connection with the Scheme of Arrangement; or (e) exercise any right of set-off or counterclaim in respect of any Scheme of Arrangement Utilisation. However, from and after termination of the Certain Funds Period, all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Certain Funds Period.

Certain Funds Period. Notwithstanding any other term provision of this Agreement or any other Senior Interim Finance Document, during the Certain Funds Period, unless a Certain Funds Default is continuing or would result from the proposed Loan, neither the Agent nor any Period none of the Lenders Interim Finance Parties shall: (a) invoke refuse to participate in or make available any Interim Loan, provided that the condition set out in Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Utilisation or any utilisation of an Ancillary Facility during the Certain Funds Period solely for the purposes specified in sub-paragraphs paragraph (a)(i) and (ii) of Clause 3.1 (PurposeConditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedent) (a “ Scheme of Arrangement Utilisation”) to the extent of its Available Commitment in respect of the Term Facilities; (b) be entitled to take any action or exercise any rightright to rescind, power or discretion to terminate or cancel the this Agreement (or any provision hereof or obligation to make any Scheme of Arrangement Utilisation, other than under Clause 11.1 (Illegalityhereunder) or Clause 11.3 (Mandatory cancellation)any Interim Loan or Interim Commitment; (c) have or exercise any right of rescission or similar right or remedy which it or they may have in respect of this Agreement in respect of any Scheme of Arrangement Utilisation; (d) take any step under Clause 26.21 (Acceleration) in respect of any Scheme of Arrangement Utilisation or that part of the Commitments which may be used by way of Scheme of Arrangement Utilisation (including the enforcement of any Security Documents) so as to prevent or inhibit the payment of consideration in connection with the Scheme of Arrangement; or (e) exercise any right of set-off or counterclaim in respect of any Scheme Interim Loan or Interim Commitment; (d) accelerate any Interim Loan or otherwise demand or require repayment or prepayment of Arrangement Utilisation. Howeverany 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, from and after termination 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 those such rights, remedies and entitlements shall be available even though to the Interim Finance Parties, notwithstanding that they may not have not been exercised used or been available for use during the Certain Funds Period.

Certain Funds Period. Notwithstanding any other term of this Agreement or any other Senior Finance Document(a) Subject to Section 4.02, during the Certain Funds Period, unless each Lender will be obligated to make the Loans on each Funding Date unless, on such Funding Date: (i) a Certain Funds Major Default has occurred and is continuing or would result from the proposed Loanmaking of the Loans; or (ii) due to a change in law after the date that such Lender becomes a Lender under this Agreement, neither the Agent nor it has become unlawful in any applicable jurisdiction for such Lender to perform any of its obligations to lend or participate in any Loans (provided that this shall be without prejudice to the Lenders shall:obligations of all of the other Lenders). (ab) invoke any condition set out in Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Utilisation or any utilisation of an Ancillary Facility during During the Certain Funds Period solely for (save in circumstances where, because of the purposes occurrence of any of the events specified in sub-paragraphs paragraph (a)(ia) and 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 threaten to): (i) cancel the Commitment of any Lender; (ii) of Clause 3.1 (Purpose) (a “ Scheme of Arrangement Utilisation”) to the extent of its Available Commitment in respect of the Term Facilities; (b) exercise any rightrescind, power or discretion to terminate or cancel this Agreement or the obligation to make any Scheme of Arrangement Utilisation, other than under Clause 11.1 (Illegality) or Clause 11.3 (Mandatory cancellation); (c) have Loans or exercise any right of rescission or similar right or remedy which or make or enforce any claim under the Loan Documents or under any applicable law it or they may have or take any other action, in respect each case, to the extent to do so would or will prevent or limit (A) the making of this Agreement the Loans or (B) the Company from applying the proceeds of the Loans in respect of any Scheme of Arrangement Utilisationaccordance with Section 5.08; (d) take any step under Clause 26.21 (Accelerationiii) in respect the case of any Scheme of Arrangement Utilisation Lender, refuse or that part fail to make or participate in the making of the Commitments which may be used by way of Scheme of Arrangement Utilisation (including the enforcement of any Security Documents) so as to prevent or inhibit the payment of consideration in connection with the Scheme of Arrangement; orLoans; (eiv) exercise any right of set-off or counterclaim in respect of any Scheme of Arrangement Utilisation. However, from and after termination the Loans to the extent to do so would or will prevent or limit the making of the Certain Funds PeriodLoans; or (v) cancel, accelerate, make demand for or cause repayment or prepayment of any 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 Loan Documents, if any other term of the Loan Documents is contrary to or inconsistent with this Section 4.03, then the terms of this Section 4.03 shall prevail in all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Certain Funds Periodrespects.

Certain Funds Period. Notwithstanding any other term provision of this Agreement or any other Senior Interim Finance Document, during the Certain Funds Period, unless a Certain Funds Default is continuing or would result from the proposed Loan, neither the Agent nor any Period none of the Lenders Interim Finance Parties shall: (a) invoke refuse to participate in or make available any Interim Utilisation, provided that the condition set out in Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Utilisation or any utilisation of an Ancillary Facility during the Certain Funds Period solely for the purposes specified in sub-paragraphs paragraph (a)(i) and (ii) of Clause 3.1 (PurposeConditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedent) (a “ Scheme of Arrangement Utilisation”) to the extent of its Available Commitment in respect of the Term Facilities; (b) be entitled to take any action or exercise any rightright to rescind, power or discretion to terminate or cancel the this Agreement (or any provision hereof or obligation to make any Scheme of Arrangement Utilisation, other than under Clause 11.1 (Illegalityhereunder) or Clause 11.3 (Mandatory cancellation)any Interim Utilisation or Interim Commitment; (c) have or exercise any right of rescission or similar right or remedy which it or they may have in respect of this Agreement in respect of any Scheme of Arrangement Utilisation; (d) take any step under Clause 26.21 (Acceleration) in respect of any Scheme of Arrangement Utilisation or that part of the Commitments which may be used by way of Scheme of Arrangement Utilisation (including the enforcement of any Security Documents) so as to prevent or inhibit the payment of consideration in connection with the Scheme of Arrangement; or (e) exercise any right of set-off or counterclaim in respect of any Scheme Interim Utilisation or Interim Commitment; (d) accelerate any Interim Utilisation or otherwise demand or require repayment or prepayment of Arrangement Utilisation. Howeverany 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 member of the Group; or (f) take any other action, exercise any right or make or enforce any claim which would directly or indirectly prevent any Interim Utilisation from being made, unless at any time any of the conditions in paragraphs (a)(ii) and after termination (a)(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 those such rights, remedies and entitlements shall be available even though to the Interim Finance Parties, notwithstanding that they may not have not been exercised used or been available for use during the Certain Funds Period.

Certain Funds Period. Notwithstanding any other term provision of this Agreement or any other Senior Interim Finance Document, during the Certain Funds Period, unless a Certain Funds Default is continuing or would result from the proposed Loan, neither the Agent nor any Period none of the Lenders Interim Finance Parties shall: (a) invoke refuse to participate in or make available any Interim Utilisation, provided that the condition set out in Clause 4.2 paragraph (Further conditions precedent) as a ground for refusing to make any Utilisation or any utilisation of an Ancillary Facility during the Certain Funds Period solely for the purposes specified in sub-paragraphs (a)(i) and (iib)(i) of Clause 3.1 (PurposeConditions Precedent) above has been satisfied or waived in accordance with Clause 3.1 (Conditions Precedent) (a “ Scheme of Arrangement Utilisation”) to the extent of its Available Commitment in respect of the Term Facilities; (b) exercise be entitled to take any rightaction to rescind, power or discretion to terminate or cancel the this Agreement (or any provision hereof or obligation to make any Scheme of Arrangement Utilisation, other than under Clause 11.1 (Illegalityhereunder) or Clause 11.3 (Mandatory cancellation)any Interim Utilisation or any Interim Commitment; (c) have or exercise any right of rescission or similar right or remedy which it or they may have in respect of this Agreement in respect of any Scheme of Arrangement Utilisation; (d) take any step under Clause 26.21 (Acceleration) in respect of any Scheme of Arrangement Utilisation or that part of the Commitments which may be used by way of Scheme of Arrangement Utilisation (including the enforcement of any Security Documents) so as to prevent or inhibit the payment of consideration in connection with the Scheme of Arrangement; or (e) exercise any right of set-off or counterclaim in respect of any Scheme Interim Utilisation or Interim Commitment; (d) accelerate any Interim Utilisation or otherwise demand or require repayment or prepayment of Arrangement any sum from any Obligor; (e) enforce (or instruct the Interim Security Agent to enforce) any Security Interest under any Interim Finance Document; (f) declare that cash cover in relation to a Bank Guarantee is immediately due and payable on demand; or (g) take any other action or make or enforce any claim (in its capacity as an Interim Lender) which would directly or indirectly prevent any Interim Utilisation from being made, unless at any time any of the conditions in paragraphs (b)(i) to (b)(iv) (to the extent applicable to such Interim Utilisation. However) of Clause 3.1 (Conditions Precedent) above are not satisfied (which, from and after termination 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 those such rights, remedies and entitlements shall be available even though to the Interim Finance Parties, notwithstanding that they may not have not been exercised used or been available for use during the Certain Funds Period.

Certain Funds Period. Notwithstanding any other term of this Agreement or any other Senior Finance Document(a) Subject to Section 4.02, during the Certain Funds Period, unless each Lender will be obligated to make the Loans on each Funding Date unless, on such Funding Date: (i) a Certain Funds Major Default has occurred and is continuing or would result from the proposed Loanmaking of the Loans; or (ii) due to a change in law after the date that such Lender becomes a Lender under this Agreement, neither the Agent nor it has become unlawful in any applicable jurisdiction for such Lender to perform any of its obligations to lend or participate in any Loans (provided that this shall be without prejudice to the Lenders shall:obligations of all of the other Lenders). (ab) invoke any condition set out in Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Utilisation or any utilisation of an Ancillary Facility during During the Certain Funds Period solely for (save in circumstances where, because of the purposes occurrence of any of the events specified in sub-paragraphs paragraph (a)(i) and (iia) of Clause 3.1 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 (Purposea)(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 threaten to): (a “ Scheme of Arrangement Utilisation”i) to the extent of its Available Commitment in respect of the Term Facilities; (b) exercise any right, power or discretion to terminate or cancel the obligation to make Commitment of any Scheme of Arrangement UtilisationLender, other than under Clause 11.1 (Illegality) or Clause 11.3 (Mandatory cancellationexcept as provided in Section 2.08(d); (cii) have rescind, terminate or cancel this Agreement or the Loans or exercise any right of rescission or similar right or remedy which or make or enforce any claim under the Loan Documents or under any applicable law it or they may have or take any other action, in respect each case, to the extent to do so would or will prevent or limit (A) the making of this Agreement the Loans or (B) the Borrower from applying the proceeds of the Loans in respect of any Scheme of Arrangement Utilisationaccordance with Section 5.09; (d) take any step under Clause 26.21 (Accelerationiii) in respect the case of any Scheme of Arrangement Utilisation Lender, refuse or that part fail to make or participate in the making of the Commitments which may be used by way of Scheme of Arrangement Utilisation (including the enforcement of any Security Documents) so as to prevent or inhibit the payment of consideration in connection with the Scheme of Arrangement; orLoans; (eiv) exercise any right of set-off or counterclaim in respect of any Scheme of Arrangement Utilisation. However, from and after termination the Loans to the extent to do so would or will prevent or limit the making of the Certain Funds PeriodLoans; or (v) cancel, accelerate, make demand for or cause repayment or prepayment of any 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 Loan Documents, if any other term of the Loan Documents is contrary to or inconsistent with this Section 4.03, then the terms of this Section 4.03 shall prevail in all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Certain Funds Periodrespects.