Common use of Dealings with Assigned Agreements Clause in Contracts

Dealings with Assigned Agreements. (a) The assignment of the Assigned Agreements pursuant to Clause 3.2 shall not constitute an assignment during the period of 60 days commencing with the date hereof (or in the case of an Additional Company for a period of 60 days commencing on the date of the Deed of Accession executed and delivered by such Additional Company) to the extent that it would constitute a violation of a valid and enforceable restriction in favour of a non-affiliated third party, or where such violation would occur without consent, unless and until any required consents shall have been obtained. (b) The assignment referred to in Clause 3.2 constitutes and effects (subject to Clause 3.3(a)) an immediate and full assignment, by way of security, of the Assigned Agreements and shall be effective, and the security intended to be created by this Debenture shall be constituted, immediately upon its execution, or as the case may be, the expiry of the relevant period referred to in Clause 3.3 (c) Notwithstanding but without prejudice to Clause 3.3(b), the Security Trustee agrees that each Company may exercise all of the rights, powers, discretions and remedies which would (but for this Debenture) be vested in such Company under and in respect of the Assigned Agreements, unless and except to the extent that any such exercise is prohibited by or would contravene, or result in a contravention of, any provision of the Credit Agreements. (d) Each Company shall remain at all times liable to perform all of the obligations assumed by it under or in respect of the Assigned Agreements to the same extent as if the security created pursuant to this Debenture had not been created. (e) The exercise by the Security Trustee or any Delegate, or any of its or their agents or nominees, of any of the rights, benefits, interests or claims assigned by this Debenture shall not release any Company from any of its Secured Obligations. (f) Without prejudice to the obligations of the Security Trustee to the Banks under the Finance Documents, neither the Security Trustee nor any Bank shall, by reason of or arising out of this Debenture or anything done under or in connection with it, have any obligation or liability whatsoever to any Person (including each Company and any other Bank) to: (i) perform (as a result of the non-performance or mis-performance of) any of the obligations assumed by any Company under or in respect of the Finance Documents or the Assigned Agreements; (ii) enforce payment or performance of any obligations of any Person party to any of the Finance Documents; or (iii) make any enquiry as to the nature or sufficiency of any payment received by it under or in respect of this Debenture or any of the Assigned Agreements or to make any claim or take any action to collect any monies or to exercise any of the rights, title, interest and benefits assigned to the Security Trustee to which the Security Trustee may be at any time entitled pursuant to this Debenture, or to make any payment in respect of the Assigned Agreements. (g) The Security Trustee agrees that until an Event of Default has occurred and is continuing and the Security Trustee has notified a Company of the revocation of such power and authority, such Company may amend or vary any Assigned Agreement relating to it, except where such amendment or variation could reasonably be expected to have a Material Adverse Effect. (h) The provisions of this Clause 3.3 shall apply notwithstanding any other provision of this Debenture or any contrary or inconsistent provision of any Finance Document.

Dealings with Assigned Agreements. (a) The assignment of the Assigned Agreements pursuant to Clause 3.2 shall not constitute an assignment during the period of 60 days commencing with the date hereof (or in the case of an Additional Company for a period of 60 days commencing on the date of the Deed of Accession executed and delivered by such Additional Company) to the extent that it would constitute a violation of a valid and enforceable restriction in favour of a non-affiliated third party, or where such violation would occur without consent, unless and until any required consents shall have been obtained. (b) The assignment referred to in Clause 3.2 constitutes and effects (subject to Clause 3.3(a3.3 (a)) an immediate and full assignment, by way of security, of the Assigned Agreements and shall be effective, and the security intended to be created by this Debenture shall be constituted, immediately upon its executionexecution or, or as the case may be, the expiry of the relevant period referred to in Clause 3.33.3(a). (c) Notwithstanding but without prejudice to Clause 3.3(b), the Security Trustee agrees that each Company may exercise all of the rights, powers, discretions and remedies which would (but for this Debenture) be vested in such Company under and in respect of the Assigned Agreements, unless and except to the extent that any such exercise is prohibited by or would contravene, or result in a contravention of, any provision of the Credit AgreementsAgreement. (d) Each Company shall remain at all times liable to perform all of the obligations assumed by it under or in respect of the Assigned Agreements to the same extent as if the security created pursuant to this Debenture had not been created. (e) The exercise by the Security Trustee or any Delegate, or any of its or their agents or nominees, of any of the rights, benefits, interests or claims assigned by this Debenture shall not release any Company from any of its Secured Obligations. (f) Without prejudice to the obligations of the Security Trustee to the Banks under the Finance Loan Documents, neither the Security Trustee nor any Bank shall, by reason of or arising out of this Debenture or anything done under or in connection with it, have any obligation or liability whatsoever to any Person (including each Company and any other Bank) to: (i) perform (as a result of the non-performance or mis-performance of) any of the obligations assumed by any Company under or in respect of the Finance Loan Documents or the Assigned Agreements; (ii) enforce payment or performance of any obligations of any Person party to any of the Finance Loan Documents; or (iii) make any enquiry as to the nature or sufficiency of any payment received by it under or in respect of this Debenture or any of the Assigned Agreements or to make any claim or take any action to collect any monies or to exercise any of the rights, title, interest and benefits assigned to the Security Trustee to which the Security Trustee may be at any time entitled pursuant to this Debenture, or to make any payment in respect of the Assigned Agreements. (g) The Security Trustee agrees that until an Event of Default has occurred and is continuing and the Security Trustee has notified a Company of the revocation of such power and authority, such Company may amend or vary any Assigned Agreement relating to it, except where such amendment or variation could reasonably be expected to have a Material Adverse Effect. (h) The provisions of this Clause 3.3 shall apply notwithstanding any other provision of this Debenture or any contrary or inconsistent provision of any Finance Loan Document.