Distressed Disposals. (a) If a Distressed Disposal is being effected the Security Agent is irrevocably authorised (at the cost of the relevant Debtor and without any consent, sanction, authority or further confirmation from any Creditor or Debtor or the Bond Security Agent):
(i) release of Transaction Security/Bond Only Security/non-crystallisation certificates: to release the Transaction Security or Bond Only Security, as the case may be, or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or Bond Only Security, as the case may be, or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable;
(ii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Debtor): if the asset which is disposed of consists of shares in the capital of a Debtor, to release (or instruct to release):
(A) that Debtor and any Subsidiary of that Debtor from all or any part of:
(1) its Borrowing Liabilities;
(2) its Guarantee Liabilities; and
(3) its Other Liabilities;
(B) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets;
(C) any other claim of an Intra-Group Lender, or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor; and
(D) where that Debtor is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and Debtors;
(iii) release of liabilities and Transaction Security/Bond Only Security on a share sale (Holding Company): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor, to release (or instruct to release):
(A) that Holding Company and any Subsidiary of that Holding Company from all or any part of:
(1) its Borrowing Liabilities;
(2) its Guarantee Liabilities; and
(3) its Other Liabilities;
(B) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets;
(C) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company; and
(D) where that Holding Company or its Subsidiary is SPH, to instruct the Bond Security Agent to release the Bond Only Security, on behalf of the relevant Creditors and Debtor;
(iv) disposal of liabilities on a share sale: provided always that the disposal is in accordance wi...
Distressed Disposals. Subject to paragraphs (c), (d) and (e) below, if a Distressed Disposal of any asset is being effected, the Security Agent is irrevocably authorised (at the cost of the relevant Debtor, Security Grantor or the Company and without any Consent, sanction, authority or further confirmation from any Creditor, Debtor or Security Grantor):
Distressed Disposals. (a) Subject to paragraph (d) below, where a Distressed Disposal is being effected, (and following receipt by the Security Agent, in writing, of notice of the same from, in the case of a Distressed Disposal under paragraph (a) of the definition thereof, the Instructing Group in accordance with Clause 7.2 (Enforcement Instructions) or, in the case of a Distressed Disposal under paragraph (b) of the definition thereof, from the relevant Debtor or Security Provider making such disposal) the Security Agent is irrevocably authorised (at the cost of the relevant Debtor, Security Provider, or the Parent and without any consent, sanction, authority or further confirmation from any Secured Party, Intra-Group Lender, Debtor or Security Provider) to (or, in the case of the Mexican Security Trust Agreement, to instruct the Mexican Security Trustee to):
(i) release of Transaction Security: (other than where sub-paragraphs (ii) or (iii) below apply) release (or cause the release of) the Transaction Security or any other claim over that asset and execute and deliver or enter into any release of that Transaction Security or claim that may, in the discretion of the Security Agent (or, as the case may be, the Mexican Security Trustee), be considered necessary or desirable;
(ii) release of liabilities and Transaction Security on a share sale (Debtor/Security Provider): if the asset which is disposed of consists of shares in the capital of a Debtor (or, if applicable, a Security Provider), release (or cause the release of) any Transaction Security granted by that Debtor (or, if applicable, a Security Provider) or any Subsidiary of that Debtor (or, if applicable, a Security Provider) over any of its assets and any other claim of another Debtor over assets of that Debtor or over the assets of any Subsidiary of that Debtor (or, if applicable, a Security Provider) (on behalf of the relevant Secured Parties, Intra-Group Lenders and Debtors) and that Debtor (or, if applicable, a Security Provider) and any Subsidiary of that Debtor (or, if applicable, a Security Provider) shall be automatically released from all or any part of its Liabilities and Intra-Group Liabilities; and
(iii) release of liabilities and Transaction Security on a share sale (Holding Company of a Debtor or a Security Provider which is not itself a Debtor or a Security Provider): if the asset which is disposed of consists of shares in the capital of any Holding Company of a Debtor or Security Provider, release (or c...
Distressed Disposals. (a) Subject to paragraph (d) below, where a Distressed Disposal is being effected, (and following receipt by the Security Agent, in writing, of notice of the same from, in the case of a Distressed Disposal under paragraph (a) of the definition thereof, the Instructing Group in accordance with Clause 6.2 (Enforcement Instructions) or, in the case of a Distressed Disposal under paragraph (b) of the definition thereof, from the relevant Debtor or Security Provider making such disposal) the Security Agent is irrevocably authorised (at the cost of the relevant Debtor, Security Provider, or the Parent and without any consent, sanction, authority or further confirmation from any Secured Party, Debtor or Security Provider) to (or, in the case of the Mexican Security Trust Agreement, to instruct the Mexican Security Trustee to):
Distressed Disposals. If a Distressed Disposal is being effected, the Security and Intercreditor Agent shall, and is irrevocably authorised to (at the cost of the relevant Senior Obligor or Group Company and without any consent, sanction, authority or further confirmation from any Finance Party, any Senior Obligor or Group Company) release the Deed of Guarantee.
Distressed Disposals. 20.6.1 If a Distressed Disposal is being effected, the Borrower Security Trustee (and any Receiver or other delegate appointed by it) is irrevocably authorised subject as provided in Clause 20.6.4 (at the cost of the relevant Obligor and without any consent, sanction, authority or further confirmation from any Borrower Secured Creditor or Obligor) for the purposes of that Distressed Disposal only:
(i) release of Borrower Security/non-crystallisation certificates: to release the Borrower Security or any other claim of the Borrower Secured Creditors over the relevant asset and execute and deliver or enter into any release of that Borrower Security or claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Borrower Security Trustee, be considered necessary or desirable;
(ii) release of liabilities and Borrower Security on a share sale (Obligor): if the asset which is disposed of consists of shares in the capital of an Obligor, to release:
(a) that Obligor and any of its Subsidiaries from all or any part of their respective Borrower Secured Liabilities;
(b) any Borrower Security granted by that Obligor or any of its Subsidiaries over any of its assets; and
(c) any other claim of a Subordinated Intragroup Creditor, Subordinated Creditor or another Obligor over that Obligor’s assets or over the assets of any of that Obligor’s Subsidiaries, on behalf of the relevant Borrower Secured Creditors, Subordinated Intragroup Creditor, Subordinated Creditor and Obligors;
(iii) disposal of liabilities on a share sale: if the asset which is disposed of consists of shares in the capital of an Obligor or the Holding Company of an Obligor and the Borrower Security Trustee is instructed to dispose of all or any part of the Borrower Secured Liabilities owed by that Obligor or Holding Company or any Subsidiary of that Obligor or Holding Company:
(a) if the Borrower Security Trustee has been instructed that any transferee of such Borrower Secured Liabilities (the “Transferee”) should not be treated as a Borrower Secured Creditor for the purposes of this Deed, to execute and deliver or enter into any agreement to dispose of all or part of such Borrower Secured Liabilities, provided that, notwithstanding any other provision of any Borrower Finance Document, the Transferee shall not be treated as a Borrower Secured Creditor for the purposes of this Deed; and
(b) if the Borrower Security Trustee has been in...
Distressed Disposals. I f a Distressed Disposal of any asset is being effected, the Collateral Agent is irrevocably authorised (at the reasonable cost of the relevant member of the Group and the Company and, to the maximum extent allowed by applicable law, without any further consent, sanction, authority or further confirmation or instruction from any Agent, Creditor, Secured Party or member of the Group):
Distressed Disposals. (a) Subject to paragraph (b) below and Clauses 17.3 (Second Lien and Senior Unsecured Debt Protection), 17.4 (Restriction on enforcement by Second Lien Creditors and Senior Unsecured Creditors) and 17.5 (Instructions to the Security Agent), if a Distressed Disposal of any asset is being effected, the Security Agent (and for the purposes of Italian law, as mandatario con rappresentanza also in the name and on behalf (in nome e per conto) of itself and the other Secured Parties) is, to the extent legally permissible, irrevocably released from the restrictions set out in section 181 of the German Civil Code and any equivalent restriction under any other applicable law and authorised and empowered (at the cost of the relevant Debtor, Third Party Security Provider, or the Company and without any consent, sanction, authority or further confirmation from any Creditor, Third Party Security Provider, or other Secured Party, Senior Unsecured Security Provider or Debtor):
Distressed Disposals. (a) If a Distressed Disposal is being effected, the Security Agent is irrevocably authorized (at the cost of the relevant Debtor or the Borrower and without any consent, sanction, authority or further confirmation from any Creditor or Debtor and without any recourse, representation or warranty):
(i) to release the Transaction Security or any other claim over such asset and execute and deliver or enter into any release of such Transaction Security or claim that may, in the discretion of the Security Agent, be considered necessary or desirable;
(ii) if the asset that is Disposed of consists of shares or other Equity Interests in the capital of a Group Member, to release:
(A) such Group Member and any Subsidiary of such Group Member from all or any part of:
(1) its Borrowing Liabilities;
(2) its Guarantee Liabilities; and
(3) its Other Liabilities;
(B) any Transaction Security granted by such Group Member or any Subsidiary of such Group Member over any of its assets;
(C) any other claim of an Intra-Group Lender, or another Group Member over such Group Member’s assets or over the assets of any Subsidiary of such Group Member, on behalf of the relevant Creditors and Debtors and Group Members;
(D) any Transaction Security granted by any Subsidiary of such Group Member over any of its assets; and
(E) any other claim of an Intra-Group Lender or another Group Member over the assets of any Subsidiary of such Group Member, on behalf of the relevant Creditors and Group Members;
Distressed Disposals. If a Distressed Disposal is being effected the Security Trustee is irrevocably authorised (at the cost of the relevant Debtor or the Company and without any consent, sanction, authority or further confirmation from any Creditor or Debtor):
