Common use of Certain Funds Clause in Contracts

Certain Funds. During the Certain Funds Period only unless a Certain Funds Default is continuing or would result from the proposed Loan, neither the Facility Agent nor any of the Lenders shall: (a) invoke any condition set out in paragraphs (a) or (b) of Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Loan solely for purposes specified in paragraph (a) of Clause 3.1 (Purpose) (an “Offer Loan”) to the extent of its available Commitment in respect of any Facility; (b) exercise any right, power or discretion to terminate or cancel the obligation to make any Offer Loan, other than under Clause 7.1 (Mandatory prepayment and cancellation - illegality) or Clause 7.6 (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 Offer Loan; (d) take any step under Clause 18.9 (Acceleration) in respect of any Offer Loan or that part of the Commitments which may be used by way of Offer Loan; or (e) exercise any right of set-off or counterclaim in respect of any Offer Loan. However, as soon as the Availability Period ends, all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Availability Period.

Certain Funds. During the Certain Funds Period only unless a Certain Funds Default is continuing or would result from the proposed Loan, neither the Facility Agent nor any of the Lenders shall: (a) invoke any condition set out in paragraphs (a) or (b) of Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Loan solely for purposes specified in paragraph (a) of Clause 3.1 (Purpose) (an “Offer Loan”) to the extent of its available Commitment in respect of any the Facility; (b) exercise any right, power or discretion to terminate or cancel the obligation to make any Offer Loan, other than under Clause 7.1 (Mandatory prepayment and cancellation - illegality) or Clause 7.6 (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 Offer Loan; (d) take any step under Clause 18.9 (Acceleration) in respect of any Offer Loan or that part of the Commitments which may be used by way of Offer Loan; or (e) exercise any right of set-off or counterclaim in respect of any Offer Loan. However, as soon as the Availability Period ends, all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Availability Period.

Certain Funds. During (i) Subject to the satisfaction of the terms and conditions of Section 3.1, during the Certain Funds Period Period, the Lenders will only unless be required to comply with Section 2.1(a) in relation to a Certain Funds proposed borrowing if, on the date of the Funding Notice, on the CP Satisfaction Date and on the Closing Date: (1) no Major Default is continuing or would result from the proposed Loanborrowing; and (2) all the Major Representations are true and correct in all respects. (ii) During the Certain Funds Period (except in circumstances where, neither the Facility Agent nor any pursuant to paragraph (i) above, a Lender is not required to comply with Section 2.1(a)), none of the Lenders shallFinance Parties shall be entitled to: (a1) invoke cancel any condition set out in paragraphs (a) or (b) of Clause 4.2 (Further conditions precedent) as a ground for refusing to make any its Term Loan solely for purposes specified in paragraph (a) of Clause 3.1 (Purpose) (an “Offer Loan”) Commitments to the extent to do so would prevent or limit the making of its available Commitment in respect of any Facilitya Term Loan except as permitted under Section 2.16; (b2) exercise any rightrescind, power or discretion to terminate or cancel the obligation to make any Offer Loan, other than under Clause 7.1 (Mandatory prepayment and cancellation - illegality) or Clause 7.6 (Mandatory cancellation); (c) have this Agreement or exercise any right of rescission or similar right or remedy which or make or enforce any claim under the Credit Documents it or they may have in respect to the extent to do so would prevent or limit the making of this Agreement in respect of any Offer a Term Loan; (d3) take any step under Clause 18.9 (Acceleration) refuse to participate in respect the making of any Offer Loan or that part of the Commitments which may be used by way of Offer a Term Loan; or (e4) exercise any right of set-off or counterclaim in respect of any Offer a borrowing request to the extent to do so would prevent or limit the making of a Term Loan. However, as soon as ; provided that immediately following expiration of the Availability Period endsCertain Funds Period, all those such rights, remedies and entitlements shall be fully available even though to the Finance Parties notwithstanding that they may not have not been exercised used or been available for use during the Availability Certain Funds Period.