Common use of Enforcement Instructions Clause in Contracts

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement of Hedging Security Documents) the Security Agent may refrain from enforcing the security conferred by the Security Documents and Note Security Documents unless and until instructed by an Enforcement Instructing Group. (b) Subject to such security having become enforceable, an Enforcement Instructing Group may give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the security conferred by the Security Documents and the Note Security Documents as they see fit. (c) None of the Secured Parties shall have any independent right to enforce any of the Security Documents or Note Security Documents or to instruct or require the Security Agent to enforce any of the Security Documents or Note Security Documents or give any notice, withdraw any consent or take any other action under any of the Security Documents or Note Security Documents or crystallize any floating charge, except as part of an Enforcement Instructing Group (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) below). (d) Any instructions given to the Security Agent by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) will override any conflicting instructions given by any other party. The Security Agent will be fully protected in complying with the instructions of an Enforcement Instructing Group. (e) Any such instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured Parties. (f) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed by an Enforcement Instructing Group the Security Agent may rely: (i) On a certificate from the Senior Agent as to the share in the Senior Secured Debt of any Senior Creditors voting in favour of any particular instruction or request and as to the amount of the outstanding Senior Secured Debt; and (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated in accordance with Schedule 6 (Calculation of Hedging Debt)) held by such Hedging Bank and whether such Hedging Bank is voting in favour of any particular instruction or request. The Security Agent shall not incur any liability in relying on any such certificate or certificates. (g) The Security Agent shall enforce the security conferred by the Security Documents and the Note Security Documents in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct or, in the absence of such instructions, as it sees fit. (h) No Secured Party shall be responsible to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (except to the extent arising from such person’s gross negligence or wilful default) and the Security Agent may cease any such enforcement at any time.

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement of Hedging Security Documents) the The Security Agent may refrain from enforcing the security conferred by the Transaction Security Documents and Note Security Documents unless and until instructed by otherwise by: (i) an Enforcement Instructing Group; (ii) if required under paragraph (c) below, the Enhanced Majority Second Lien Creditors; or (iii) if required under paragraph (d) below, the Majority Senior Parent Creditors. (b) Subject to such security the Transaction Security having become enforceableenforceable in accordance with its terms: (i) an Instructing Group; or (ii) to the extent permitted to enforce or to require the enforcement of the Transaction Security prior to the Senior Discharge Date under Clause 5.8 (Permitted Second Lien enforcement), an Enforcement Instructing Group the Enhanced Majority Second Lien Creditors; or A44420063 (iii) to the extent permitted to enforce or to require the enforcement of the Transaction Security prior to the First/Second Lien Discharge Date under Clause 6.9 (Permitted Senior Parent enforcement), the Majority Senior Parent Creditors, may give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the security conferred by the Transaction Security Documents and the Note Security Documents as they see fit. (c) None of Prior to the Secured Parties shall have any independent right to enforce any of the Security Documents or Note Security Documents or to instruct or require Senior Discharge Date: (i) if an Instructing Group has instructed the Security Agent not to enforce or to cease enforcing the Transaction Security; or (ii) in the absence of instructions from an Instructing Group, and, in each case, an Instructing Group has not required any of Debtor or Third Party Security Provider to make a Distressed Disposal, the Security Documents or Note Agent shall give effect to any instructions to enforce the Transaction Security Documents or which the Enhanced Majority Second Lien Creditors are then entitled to give any notice, withdraw any consent or take any other action under any of to the Security Documents or Note Security Documents or crystallize any floating charge, except as part of an Enforcement Instructing Group Agent under Clause 5.8 (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) belowPermitted Second Lien enforcement). (d) Any Prior to the First/Second Lien Discharge Date: (i) if an Instructing Group has instructed the Security Agent not to enforce or to cease enforcing the Transaction Security; or (ii) in the absence of instructions given from an Instructing Group, and, in each case, an Instructing Group has not required any Debtor or Third Party Security Provider to make a Distressed Disposal, the Security Agent shall give effect to any instructions to enforce the Shared Security which the Majority Senior Parent Creditors are then entitled to give to the Security Agent by an Enforcement Instructing Group under Clause 6.9 (and which are within the powers of an Enforcement Instructing Group) will override any conflicting instructions given by any other party. The Security Agent will be fully protected in complying with the instructions of an Enforcement Instructing GroupPermitted Senior Parent enforcement). (e) Any such The Security Agent is entitled to rely on and comply with instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured Partiesgiven in accordance with this Clause 12.2. (f) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed Subject to Clause 12.6 (Security held by an Enforcement Instructing Group the Security Agent may relyother Creditors), no Secured Party: (i) On a certificate from shall have any independent power to enforce, or to have recourse to, any Transaction Security or to exercise any rights or powers arising under the Senior Agent as to the share in the Senior Secured Debt of any Senior Creditors voting in favour of any particular instruction or request and as to the amount of the outstanding Senior Secured DebtSecurity Documents; andor (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated in accordance with Schedule 6 (Calculation of Hedging Debt)) held by such Hedging Bank and whether such Hedging Bank is voting in favour of any particular instruction may enforce or request. The Security Agent shall not incur any liability in relying on any such certificate or certificates. (g) The Security Agent shall enforce the security conferred by the Security Documents and the Note Security Documents in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct or, in the absence of such instructions, as it sees fit. (h) No Secured Party shall be responsible have recourse to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (Transaction Security, except to the extent arising from such person’s gross negligence or wilful default) and through the Security Agent may cease any such enforcement at any timein the manner contemplated by this Agreement.

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement of Hedging Security Documents) the The Security Agent may refrain from enforcing the security conferred Transaction Security unless instructed otherwise by the Security Documents and Note Security Documents unless and until instructed by an Enforcement Instructing GroupEnforcing Senior Creditors. (b) Subject to such security Clause 12.2 (Instructions to enforce - consultation) and the Transaction Security having become enforceableenforceable in accordance with its terms, an Enforcement Instructing Group the Enforcing Senior Creditors may give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the security conferred by the Transaction Security Documents and the Note Security Documents as they see fit. (c) None If, following the end of the Secured Parties shall have any independent right to enforce any of Consultation Period, the Security Documents Agent has not received an Enforcement Notice or Note Security Documents or to instruct or require if the Enforcing Senior Creditors have instructed the Security Agent to enforce any of refrain from enforcing the Security Documents or Note Security Documents or give any noticeTransaction Security, withdraw any consent or take any other action under any of the Security Documents or Note Security Documents or crystallize any floating charge, except as part of an Enforcement Instructing Group (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) below). (d) Any instructions given to the Security Agent by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) will override any conflicting instructions given by any other party. The Security Agent will be fully protected in complying with the instructions of an Enforcement Instructing Group. (e) Any such instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured Parties. (f) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed by an Enforcement Instructing Group the Security Agent may relythen: (i) On if the Security Agent has received instructions from another Agent not being the Enforcing Senior Creditors’ Agent (which, following an Acceleration Event, is acting on behalf of a certificate from the Senior Agent as to the share in the Senior Secured Debt class of any Senior Creditors voting set out in favour of any particular instruction or request and as to the amount paragraphs (a) – (d) of the outstanding definition of Enforcing Senior Secured DebtCreditors) to enforce the Transaction Security (the “Alternative Instructions”) the Security Agent shall enforce the Transaction Security in accordance with those Alternative Instructions and in accordance with the Security Enforcement Principles; and (ii) On a certificate from a Hedging Bank if the Security Agent has not received any Alternative Instructions, the Security Agent may (but shall not be obliged to) follow such instructions as to it (in its absolute discretion) determines are in the amount best interests of outstanding Hedging Debt achieving the Security Enforcement Objective or, if it determines (calculated in its absolute discretion) that it has received no instructions which are in the best interests of achieving the Security Enforcement Objective, the Security Agent may (but shall not be obliged to) act as it sees fit, in accordance with Schedule 6 the Security Enforcement Principles. (Calculation d) In making a determination under sub-paragraph (c)(ii) above, the Security Agent may retain the services of Hedging Debta reputable and independent investment bank (the “Investment Bank”)) held by such Hedging . The Investment Bank shall be instructed to advise on the optimal method of enforcing the Transaction Security so as to achieve the Security Enforcement Objective. Each Debtor must indemnify the Security Agent on demand against the reasonable fees and whether such Hedging Bank is voting in favour expenses of any particular instruction or request. Investment Bank. (e) The Security Agent shall not incur no liability to any liability Secured Party in relying exercising in good faith any discretion referred to in this Subclause or if it acts on any such certificate or certificatesthe advice of the Investment Bank. (f) The Security Agent is entitled to rely on and comply with instructions given in accordance with this Clause 12.3 (Enforcement Instructions). (g) The Security Agent shall enforce Any instructions given in accordance with this Clause 12.3 will be binding on all of the security conferred by the Security Documents and the Note Security Documents in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct or, in the absence of such instructions, as it sees fitSecured Parties. (h) No Secured Party shall be responsible to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (except to the extent arising from such person’s gross negligence or wilful default) and the Security Agent may cease any such enforcement at any time.

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement of Hedging Security Documents) the Security The Collateral Agent may refrain from enforcing the security conferred by the Security Documents and Note Bond Security Documents unless and until instructed by an Enforcement Instructing Group. (b) Subject to such security having become enforceable, an Enforcement Instructing Group may give or refrain from giving instructions to the Security Collateral Agent to enforce or refrain from enforcing the security conferred by the Security Documents and the Note Bond Security Documents as they see fit. (c) None of the The Secured Parties shall not have any independent right separately to enforce any of the Security Documents or Note Bond Security Documents or to instruct or require the Security Collateral Agent to enforce any of the Security Documents or Note Bond Security Documents or give any notice, withdraw any consent or take any other action under any of the Security Documents or Note Bond Security Documents or crystallize any floating charge, except as part of an Enforcement Instructing Group (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) belowthe Priority Agreement). (d) Any instructions given to the Security Collateral Agent by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) will override any conflicting instructions given by any other party. The Security Collateral Agent will be fully protected in complying with the instructions of an Enforcement Instructing Group. (e) In the absence of any such instructions and/or any relevant contrary requirement contained in this Agreement, the Collateral Agent may act or refrain from acting with respect to any right, power or discretion and as to any matter not expressly provided for in this Agreement, the Security Documents or the Bond Security Documents as it shall see fit. (f) Any such instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured Parties. (fg) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed Agreement by an Enforcement Instructing Group the Security Collateral Agent may rely: (i) On a certificate from the Senior Facility Agent as to the share in the Senior Secured Debt of any Senior Agreement Creditors voting in favour favor of any particular instruction or request and as to the amount of the outstanding Senior Secured Debt; and; (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated in accordance with Schedule 6 (Calculation of Hedging Debt)8 to the Priority Agreement) held by such Hedging Bank and whether such Hedging Bank is voting in favour favor of any particular instruction or request. (iii) On a certificate from a Spanish Bond Creditor as to the share in the Spanish Bond Debt or Spanish Bond Amount of any Spanish Bond Creditors voting in favor of any particular instruction or request and as to the amount of the outstanding Spanish Bond Debt or Spanish Bond Amount; and (iv) On a certificate from the Senior Note Trustee as to the share in the Senior Note Debt of any Bond Creditor voting in favor of any particular instruction or request and as to the amount of the outstanding Senior Note Debt. For avoidance of doubt, any action to be taken hereunder by Bond Creditors as part of an Instructing Group may only be taken by the Senior Note Trustee on behalf of such Bond Creditors. The Security Collateral Agent shall not incur any liability in relying on any such certificate or certificates. (gh) The Security Collateral Agent shall enforce the security conferred by the Security Documents and the Note Bond Security Documents in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct or, in the absence of such instructions, as it sees fit. (hi) No Secured Party shall be responsible to any Obligor Loan Party for the Security Collateral Agent’s 's failure to enforce any security over the Collateral (except to the extent arising from such person’s 's gross negligence or wilful willful default) and the Security Collateral Agent may cease any such enforcement at any time.

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement of Hedging Security Documents) the The Security Agent may refrain from enforcing the security conferred Transaction Security or taking any other Enforcement Action unless instructed otherwise by the Security Documents and Note Security Documents unless and until instructed by an Enforcement relevant Instructing GroupGroup at the relevant time that it is entitled to give instructions in accordance with this Section 13. (b) Subject to such security having After the Transaction Security has become enforceableenforceable in accordance with its terms, an Enforcement Instructing Group the Majority Senior Secured Creditors, or if required under paragraph (c) below, the Majority Second Lien Creditors, may give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the security conferred by the Transaction Security Documents and the Note Security Documents as they see fit. (c) None of Prior to the Senior Secured Parties shall have any independent right Discharge Date and subject to enforce any of the Transaction Security Documents or Note Security Documents or to instruct or require becoming enforceable in accordance with its terms: (i) if the relevant Instructing Group has instructed the Security Agent not to enforce or to cease enforcing the Transaction Security; or (ii) in the absence of instructions from an Instructing Group subject to any time period for the giving of instructions by an Instructing Group contained in this Agreement, and, in each case, the relevant Instructing Group has not required any Debtor to make a Distressed Disposal, the Security Documents or Note Agent shall give effect to any instructions to enforce the Transaction Security Documents or from the Majority Second Lien Debt Creditors who are then entitled to give any notice, withdraw any consent or take any other action under any of enforcement instructions to the Security Documents or Note Security Documents or crystallize any floating charge, except Agent as part of an Enforcement Instructing Group (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) below)permitted under Section 5.4. (d) Any Prior to the Senior Secured Discharge Date and the Second Lien Debt Discharge Date and subject to the Transaction Security becoming enforceable in accordance with its terms: (i) if the relevant Instructing Group, or pursuant to paragraph (c) above the Majority Second Lien Debt Creditors, has instructed the Security Agent not to enforce or to cease enforcing the Transaction Security; or (ii) in the absence of instructions given from an Instructing Group, or pursuant to paragraph (c) above the Majority Second Lien Debt Creditors, subject to any time period for the giving of instructions by an Instructing Group contained in this Agreement, and, in each case, the relevant Instructing Group, or pursuant to paragraph (c) above the Majority Second Lien Debt Creditors, have not required any Debtor to make a Distressed Disposal, the Security Agent shall give effect to any instructions to enforce the Transaction Security that secures Additional Unsecured Debt from the Majority Additional Unsecured Debt Creditors who are then entitled to give enforcement instructions to the Security Agent by an as permitted under Section 7.3. (e) Following the Senior Secured Discharge Date, any Enforcement Instructing Group (and which are within Instruction with regard to the powers of an Enforcement Instructing Group) will override any conflicting instructions Transaction Security may be given by any other party. The Security Agent will be fully protected in complying with the instructions of an Enforcement then applicable Instructing Group. (e) Any such instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured Parties. (f) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed by an Enforcement Instructing Group the Security Agent may rely: (i) On a certificate from the Senior Agent as to the share in the Senior Secured Debt of any Senior Creditors voting in favour of any particular instruction or request and as to the amount of the outstanding Senior Secured Debt; and (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated in accordance with Schedule 6 (Calculation of Hedging Debt)) held by such Hedging Bank and whether such Hedging Bank is voting in favour of any particular instruction or request. The Security Agent shall not incur any liability in relying on any such certificate or certificates. (g) The Security Agent shall enforce the security conferred by the Security Documents is entitled to exclusively rely on and the Note Security Documents comply with instructions given in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct or, in the absence of such instructions, as it sees fitaccordance with this Section 13.1. (h) No Secured Party shall be responsible to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (except to the extent arising from such person’s gross negligence or wilful default) and the Security Agent may cease any such enforcement at any time.

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement of Hedging Security Documents) the The Security Agent may refrain from enforcing the security conferred by the Bank Security Documents and Note Security Documents unless and until instructed by otherwise by: (i) an Enforcement Instructing Group; or (ii) if either of the following conditions is satisfied in respect of certain Senior Debt: (A) 15 Business Days have elapsed since a payment default or an event of default in respect of insolvency or insolvency proceedings giving rise to the entitlement to take such action has arisen under the Senior Facilities Agreement or External Facility (as relevant) in respect of that Senior Debt; or (B) 90 days have elapsed since the event (other than a payment default or insolvency or insolvency proceeding default referred to in (A) above) giving rise to the entitlement to take such action has arisen under the Senior Facilities Agreement or External Facility (as relevant) in respect of that Senior Debt, the Authorised Representative of that Senior Debt. (b) Subject to such security the Bank Security having become enforceable, an Enforcement Instructing Group Group, an Authorised Representative authorised pursuant to Clause 10.1(a)(ii) or, if permitted under Clause 8 (Permitted Enforcement), the Majority Bridge Creditors may give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the security conferred by the Bank Security Documents and the Note Security Documents as they see fit. (c) None of Subject to the Secured Parties shall have any independent right Notes Security having become enforceable, the Notes Trustee, if permitted under Clause 8 (Permitted Enforcement), may give or refrain from giving instructions to enforce any of the Security Documents or Note Security Documents or to instruct or require the Security Agent to enforce any of or refrain from enforcing the Notes Security Documents or Note Security Documents or give any notice, withdraw any consent or as it sees fit. The Notes Trustee shall have no obligation to take any other action under any this Clause unless it is indemnified to its satisfaction in respect of the Security Documents or Note Security Documents or crystallize any floating chargeall costs, except as part of an Enforcement Instructing Group (or expenses and liabilities which it could in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) below). (d) Any instructions given to the Security Agent by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) will override any conflicting instructions given by any other party. The Security Agent will be fully protected in complying with the instructions of an Enforcement Instructing Group. (e) Any such instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured Parties. (f) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed by an Enforcement Instructing Group the Security Agent may rely: (i) On a certificate from the Senior Agent as to the share in the Senior Secured Debt of any Senior Creditors voting in favour of any particular instruction or request and as to the amount of the outstanding Senior Secured Debt; and (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated in accordance with Schedule 6 (Calculation of Hedging Debt)) held by such Hedging Bank and whether such Hedging Bank is voting in favour of any particular instruction or requestits opinion thereby incur. The Security Agent shall not incur have no obligation to take any liability in relying on action following the giving of any such certificate or certificates. (g) The Security Agent shall enforce the security conferred instructions by the Security Documents Notes Trustee under this Clause, unless indemnified to its satisfaction in respect of all costs, expenses and the Note Security Documents liabilities which it could in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct or, in the absence of such instructions, as it sees fitits opinion thereby incur. (h) No Secured Party shall be responsible to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (except to the extent arising from such person’s gross negligence or wilful default) and the Security Agent may cease any such enforcement at any time.

Enforcement Instructions. (a) Subject to Until the Final Discharge Date, the Security Agent shall: (i) exercise any right, power, authority or discretion vested in it as Security Agent in accordance with Clause 12.2(b11.2 (Enforcement and Consultation) (or, if so instructed pursuant to that Clause, refrain from exercising any right, power, authority or discretion vested in it as Security Agent); and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction from the Secured Debt Agents. (b) Other than as expressly permitted under this Agreement, no Secured Party may independently (unless such Secured Party is the single creditor in respect of a certain debt layer as set forth in paragraphs (a)-(e) of Clause 3.1 (Ranking of Debt)) accelerate, seek payment and exercise other rights or powers to take Enforcement of Hedging Security Actions under the Secured Finance Documents. (c) the The Security Agent may refrain from enforcing the security conferred Transaction Security or from taking other Enforcement Actions unless instructed otherwise by the Security Documents Instructing Party in accordance with Clause 11.2 (Enforcement and Note Security Documents unless and until instructed by an Enforcement Instructing GroupConsultation) but always subject to Clause 11.1(e). (bd) Subject to such security the Transaction Security or the Guarantees having become enforceableenforceable in accordance with their respective terms and subject to Clause 11.2 (Enforcement and Consultation), an Enforcement the Instructing Group Party may give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the security conferred by the Transaction Security Documents and the Note Security Documents as they see fit. (c) None of , provided that the Secured Parties shall have any independent right to enforce any of instructions are consistent with the Security Documents or Note Security Documents or to instruct or require the Security Agent to enforce any of the Security Documents or Note Security Documents or give any notice, withdraw any consent or take any other action under any of the Security Documents or Note Security Documents or crystallize any floating charge, except as part of an Enforcement Instructing Group (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) below). (d) Any instructions given to the Security Agent by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) will override any conflicting instructions given by any other party. The Security Agent will be fully protected in complying with the instructions of an Enforcement Instructing GroupObjective. (e) Any such instructions by an Notwithstanding anything to the contrary in this Clause 11, the Senior Agent may only give Enforcement Instructing Group (Instructions if the reasonably expected proceeds to be received from the proposed Enforcement Action amount to or exceed the aggregate amount of the Super Senior RCF Debt, the Hedging Debt and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured PartiesSuper Senior Notes Debt. (f) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed by an Enforcement Instructing Group the The Security Agent may rely: (i) On a certificate from the Senior Agent as is entitled to the share in the Senior Secured Debt of any Senior Creditors voting in favour of any particular instruction or request rely on and as to the amount of the outstanding Senior Secured Debt; and (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated comply with instructions given in accordance with Schedule 6 (Calculation of Hedging Debt)) held by such Hedging Bank and whether such Hedging Bank is voting in favour of any particular instruction or request. The Security Agent shall not incur any liability in relying on any such certificate or certificatesthis Clause 11. (g) The Security Agent shall enforce the security conferred by the Security Documents and the Note Security Documents in such manner is not authorised to act on behalf of a Secured Party (if then enforceable) as an Enforcement Instructing Group shall instruct without first obtaining that Party's, or, with respect to Senior Noteholders or Super Senior Noteholders, the Senior Notes Agent's or Super Senior Notes Agent's (as applicable), consent) in the absence of such instructions, as it sees fit. (h) No Secured Party shall be responsible any legal or arbitration proceedings relating to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (except to the extent arising from such person’s gross negligence Secured Finance Document or wilful default) and the Security Agent may cease any such enforcement at any timethis Agreement.

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement i. In respect of Hedging First Liens which are not granted under the Shared Security Documents) : 1. the Security Agent Designated First Lien Representative may refrain from enforcing the security conferred First Liens unless instructed otherwise by the Security Documents and Note Security Documents unless and until instructed by an Enforcement Instructing Group.First Lien Required Creditors; and (b) Subject 2. subject to such security the First Liens having become enforceableenforceable in accordance with the terms of the relevant Security Documents, an Enforcement Instructing Group the First Lien Required Creditors may give or refrain from giving instructions to the Designated First Lien Representative to enforce or refrain from enforcing any First Liens. ii. In respect of Second Liens which are not granted under the Shared Security Documents and subject always to Section 2: 1. the Designated Second Lien Representative may refrain from enforcing the Second Liens unless instructed otherwise by the Second Lien Required Creditors; and 2. subject to the Second Liens having become enforceable in accordance with the terms of the relevant Security Documents, the Second Lien Required Creditors may give or refrain from giving instructions to the Designated Second Lien Representative to enforce or refrain from enforcing any Second Liens. iii. In respect of Liens granted under the Shared Security Documents (the “Shared Liens ”): 1. the International Security Agent may refrain from enforcing the Shared Liens unless instructed otherwise by: a. the Instructing Group; or b. if required under paragraph (iv) below, the Second Lien Required Creditors; and 2. subject to the Liens having become enforceable in accordance with the terms of the relevant Security Documents: a. the Instructing Group; or b. to the extent permitted to enforce or to require the enforcement of the Second Lien Collateral prior to the Discharge of the First Lien Obligations under Section 2.3(b), the Second Lien Required Creditors, may give or refrain from giving instructions to the International Security Agent to enforce or refrain from enforcing the security conferred by the Security Documents and the Note Security Documents Shared Liens as they see fit. (c) None iv. Prior to the Discharge of the Secured Parties shall have any independent right First Lien Obligations: if the Instructing Group has instructed the International Security Agent not to enforce or to cease enforcing the Shared Liens, and if, in each case, the Instructing Group has not required any member of the Security Documents or Note Security Documents or Group to instruct or require make a Distressed Disposal, the International Security Agent shall give effect to any instructions to enforce any of the Shared Liens which the Second Lien Required Creditors are then entitled to give to the International Security Documents or Note Security Documents or give any notice, withdraw any consent or take any other action Agent under any of the Security Documents or Note Security Documents or crystallize any floating charge, except as part of an Enforcement Instructing Group (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) belowSection 2.3(b). (d) Any v. The Designated First Lien Representative, the International Security Agent and the Designated Second Lien Representative are each entitled to conclusively rely on and comply with instructions given to the Security Agent by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) will override any conflicting instructions given by any other party. The Security Agent will be fully protected in complying with the instructions of an Enforcement Instructing Group. (e) Any such instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured Parties. (f) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed by an Enforcement Instructing Group the Security Agent may rely: (i) On a certificate from the Senior Agent as to the share in the Senior Secured Debt of any Senior Creditors voting in favour of any particular instruction or request and as to the amount of the outstanding Senior Secured Debt; and (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated in accordance with Schedule 6 (Calculation of Hedging Debt)) held by such Hedging Bank and whether such Hedging Bank is voting in favour of any particular instruction or request. The Security Agent shall not incur any liability in relying on any such certificate or certificatesthis Clause 1. (g) The Security Agent shall enforce the security conferred by the Security Documents and the Note Security Documents in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct or, in the absence of such instructions, as it sees fit. (h) No Secured Party shall be responsible to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (except to the extent arising from such person’s gross negligence or wilful default) and the Security Agent may cease any such enforcement at any time.

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement of Hedging The Security Documents) the Security Agent Trustee may refrain from enforcing the security conferred by Security unless instructed otherwise by: (i) prior to the Security Documents and Note Security Documents unless and until instructed by an Enforcement Instructing GroupSenior Discharge Date, the Agent (acting on the instructions of the Majority Banks); and (ii) post the Senior Discharge Date, EPHL and/or BET. (b) Subject Prior to such security having become enforceablethe Senior Discharge Date, an Enforcement Instructing Group the Agent (acting on the instructions of the Majority Banks) may give or refrain from giving instructions to the Security Agent Trustee to enforce or refrain from enforcing the security conferred by Security provided that neither the Agent nor any other Finance Party may give the Security Documents and Trustee instructions to enforce the Note Security Documents following the exercise of an Option other than where the enforcement of the Security is as they see fita consequence of either (i) EPHL failing to transfer the shares in the Borrower in default of its obligations under the Share Option Agreement or (ii) the Borrower failing to transfer its assets in default of its obligations under the Asset Option Agreement. (c) None The Security Trustee must, subject to the terms of the Secured Parties shall have any independent right to a Security Document and as provided below, enforce any of the Security Documents or Note Security Documents or to instruct or require the Security Agent to enforce any of the Security Documents or Note Security Documents or give any notice, withdraw any consent or take any other action under any of the Security Documents or Note Security Documents or crystallize any floating charge, except as part of an Enforcement Instructing Group in accordance with Clause 12.4 (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) belowSecured Creditors’ Instructions). (d) Any Unless it is expressly provided to the contrary in this Deed, any instructions validly given to the Security Trustee by the Agent by an Enforcement Instructing Group (and which are within acting on the powers instructions of an Enforcement Instructing Groupthe Majority Banks) will will, prior to the Discharge Date, override any conflicting instructions given by or on behalf of BET or EPHL other than any other party. The Security Agent will be fully protected in complying with instructions which BET or EPHL are entitled by the instructions express terms of an Enforcement Instructing Groupthis Deed to give. (e) Any such The Security Trustee will be fully protected if it complies with any instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured PartiesCreditors. (f) For The Security Trustee, subject to any contrary instructions of the purpose Secured Creditors and without prejudice to the duties of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed by an Enforcement Instructing Group the Security Agent may rely: (i) On a certificate from the Senior Agent as to the share in the Senior Secured Debt of any Senior Creditors voting in favour of any particular instruction or request and as to the amount of the outstanding Senior Secured Debt; and (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated in accordance with Schedule 6 (Calculation of Hedging Debt)) held by such Hedging Bank and whether such Hedging Bank is voting in favour of any particular instruction or request. The Security Agent shall not incur any liability in relying on any such certificate or certificates. (g) The Security Agent shall enforce the security conferred by the Security Documents Trustee and the Note Security Documents in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct orSecured Creditors arising by operation of law, in the absence of such instructions, as it sees fit. (h) No Secured Party shall be responsible to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (except to the extent arising from such person’s gross negligence or wilful default) and the Security Agent may cease any such enforcement at any time. (g) Prior to the Senior Discharge Date, neither the Security Trustee nor any Finance Party is responsible to BET or EPHL for any failure to enforce. (h) Prior to the Senior Discharge Date, neither the Security Trustee nor any Finance Party is responsible to the Borrower for any failure to enforce or to maximise the proceeds of any enforcement.

Enforcement Instructions. (a) Subject to Clause 12.2(b) (Enforcement of Hedging Security Documents) the The Security Agent may refrain from enforcing the security conferred by the Transaction Security Documents and Note Security Documents unless and until instructed by otherwise by: (i) an Enforcement Instructing Group; (ii) if required under paragraph (c) below, the Majority Second Lien Creditors; or (iii) if required under paragraph (d) below, the Majority Senior Parent Creditors. (b) Subject to such security the Transaction Security having become enforceableenforceable in accordance with its terms: (i) an Instructing Group; or (ii) to the extent permitted to enforce or to require the enforcement of the Transaction Security prior to the Super Senior Discharge Date and the Senior Discharge Date under Clause 5.8 (Permitted Second Lien enforcement), an Enforcement Instructing Group the Majority Second Lien Creditors; or (iii) to the extent permitted to enforce or to require the enforcement of the Transaction Security prior to the Primary Discharge Date under Clause 6.9 (Permitted Senior Parent enforcement), the Majority Senior Parent Creditors, may give or refrain from giving instructions to the Security Agent to enforce or refrain from enforcing the security conferred by the Transaction Security Documents and the Note Security Documents as they see fit. (c) None of Prior to the Secured Parties shall have any independent right to enforce any of the Security Documents or Note Security Documents or to instruct or require Senior Discharge Date: (i) if an Instructing Group has instructed the Security Agent not to enforce or to cease enforcing the Transaction Security; or 103 (ii) in the absence of instructions from an Instructing Group, and, in each case, an Instructing Group has not required any of Debtor to make a Distressed Disposal, the Security Documents or Note Agent shall give effect to any instructions to enforce the Transaction Security Documents or which the Majority Second Lien Creditors are then entitled to give any notice, withdraw any consent or take any other action under any of to the Security Documents or Note Security Documents or crystallize any floating charge, except as part of an Enforcement Instructing Group Agent under Clause 5.8 (or in the case of the Hedging Banks save as provided for in Clause 12.2 (Enforcement of Hedging Security Documents) belowPermitted Second Lien enforcement). (d) Any Prior to the Primary Discharge Date: (i) if an Instructing Group has instructed the Security Agent not to enforce or to cease enforcing the Transaction Security; or (ii) in the absence of instructions given from an Instructing Group, and, in each case, an Instructing Group has not required any Debtor to make a Distressed Disposal, the Security Agent shall give effect to any instructions to enforce the Transaction Security which the Majority Senior Parent Creditors are then entitled to give to the Security Agent by an Enforcement Instructing Group under Clause 6.9 (and which are within the powers of an Enforcement Instructing Group) will override any conflicting instructions given by any other party. The Security Agent will be fully protected in complying with the instructions of an Enforcement Instructing GroupPermitted Senior Parent enforcement). (e) Any such The Security Agent is entitled to rely on and comply with instructions by an Enforcement Instructing Group (and which are within the powers of an Enforcement Instructing Group) shall be binding on all the Secured Partiesgiven in accordance with this Clause 12.2. (f) For the purpose of calculating an Enforcement Instructing Group or determining whether or not an instruction has been given under this Deed Subject to Clause 12.6 (Security held by an Enforcement Instructing Group the Security Agent may relyother Creditors), no Secured Party: (i) On a certificate from shall have any independent power to enforce, or to have recourse to, any Transaction Security or to exercise any rights or powers arising under the Senior Agent as to the share in the Senior Secured Debt of any Senior Creditors voting in favour of any particular instruction or request and as to the amount of the outstanding Senior Secured DebtSecurity Documents; andor (ii) On a certificate from a Hedging Bank as to the amount of outstanding Hedging Debt (calculated in accordance with Schedule 6 (Calculation of Hedging Debt)) held by such Hedging Bank and whether such Hedging Bank is voting in favour of any particular instruction may enforce or request. The Security Agent shall not incur any liability in relying on any such certificate or certificates. (g) The Security Agent shall enforce the security conferred by the Security Documents and the Note Security Documents in such manner (if then enforceable) as an Enforcement Instructing Group shall instruct or, in the absence of such instructions, as it sees fit. (h) No Secured Party shall be responsible have recourse to any Obligor for the Security Agent’s failure to enforce any security over the Collateral (Transaction Security, except to the extent arising from such person’s gross negligence or wilful default) and through the Security Agent may cease any such enforcement at any timein the manner contemplated by this Agreement.