Common use of Enforcement through Security Agent only Clause in Contracts

Enforcement through Security Agent only. (a) The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Transaction Security Documents except through the Security Agent. Notwithstanding the foregoing, nothing in this Agreement shall restrict or prevent any Primary Creditor (as defined in the Intercreditor Agreement) from: (i) the taking of any action which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of any of the Liabilities (as defined in the Intercreditor Agreement), including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods; or (ii) (subject to Clause 4.7 (Provisions Related to U.S. Insolvency Proceedings)) proposing, initiating, or taking any step to support or continue, any winding-up, liquidation, reorganisation, administration, bankruptcy, dissolution, receivership, administrative receivership or judicial management, or other similar or analogous proceedings in respect of any Debtor or any member of the Group (as defined in the Intercreditor Agreement) (collectively "Insolvency Proceedings"), which Insolvency Proceedings such Primary Creditor would be entitled to propose, initiate or take steps to support or continue had it (or any Senior Liabilities (as defined in the Intercreditor Agreement) owing to it) not been secured by any Transaction Security, provided that no Primary Creditor shall propose, initiate, or take any step to support or continue any Insolvency Proceedings (including a scheme of arrangement or similar plan or arrangement) that is inconsistent with the priorities set forth in, or that violates any provision of, this Agreement (provided further that, for the avoidance of doubt, a scheme of arrangement or similar plan or arrangement (which does not seek to vary the priorities with respect to any Transaction Security or the sharing or distribution of proceeds of any Transaction Security contemplated in this Agreement) shall not be deemed to violate any provision of this Agreement solely by virtue of such scheme, plan or arrangement involving any compromise of (by way of reduction in the amount of) Secured Obligations, provided further that nothing herein shall oblige any Primary Creditor to accept (or not object to) such a scheme, plan or arrangement). (b) Without prejudice to paragraph (a), the Transaction Security under the following Transaction Security Documents is granted in favour of the Common Security Agent and accordingly the Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security under such Transaction Security Documents or to exercise any right, power, authority or discretion arising under such Transaction Security Documents except through the Common Security Agent: (i) the Borrower Account Charge (WGO); (ii) the Borrower Account Charge (WCH); (iii) the BVI Share Security; (iv) the HK Share Security (▇▇▇▇▇ Americas (HK)); (v) the HK Share Security (▇▇▇▇▇ Sports Group Company); (vi) the Jersey SIA; (vii) each Assignment of Intercompany Loan;

Appears in 3 contracts

Sources: Facility Agreement, Facility Agreement, Wgo Facility Agreement

Enforcement through Security Agent only. (a) The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Transaction Security Documents except through the Security Agent. Notwithstanding the foregoing, nothing in this Agreement shall restrict or prevent any Primary Creditor (as defined in the Intercreditor Agreement) from: (i) the taking of any action which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of any of the Liabilities (as defined in the Intercreditor Agreement), including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods; or (ii) (subject to Clause 4.7 (Provisions Related to U.S. Insolvency Proceedings)) proposing, initiating, or taking any step to support or continue, any winding-up, liquidation, reorganisation, administration, bankruptcy, dissolution, receivership, administrative receivership or judicial management, or other similar or analogous proceedings in respect of any Debtor or any member of the Group (as defined in the Intercreditor Agreement) (collectively "Insolvency Proceedings"), which Insolvency Proceedings such Primary Creditor would be entitled to propose, initiate or take steps to support or continue had it (or any Senior Liabilities (as defined in the Intercreditor Agreement) owing to it) not been secured by any Transaction Security, provided that no Primary Creditor shall propose, initiate, or take any step to support or continue any Insolvency Proceedings (including a scheme of arrangement or similar plan or arrangement) that is inconsistent with the priorities set forth in, or that violates any provision of, this Agreement (provided further that, for the avoidance of doubt, a scheme of arrangement or similar plan or arrangement (which does not seek to vary the priorities with respect to any Transaction Security or the sharing or distribution of proceeds of any Transaction Security contemplated in this Agreement) shall not be deemed to violate any provision of this Agreement solely by virtue of such scheme, plan or arrangement involving any compromise of (by way of reduction in the amount of) Secured Obligations, provided further that nothing herein shall oblige any Primary Creditor to accept (or not object to) such a scheme, plan or arrangement).provided (b) Without prejudice to paragraph (a), the Transaction Security under the following Transaction Security Documents is granted in favour of the Common Security Agent and accordingly the Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security under such Transaction Security Documents or to exercise any right, power, authority or discretion arising under such Transaction Security Documents except through the Common Security Agent: (i) the Borrower Account Charge (WGO); (ii) the Borrower Account Charge (WCH); (iii) the BVI Share Security; (iv) the HK Share Security (▇▇▇▇▇ Americas (HK)); (v) the HK Share Security (▇▇▇▇▇ Sports Group Company); (vi) the Jersey SIA; (vii) each Assignment of Intercompany Loan;

Appears in 2 contracts

Sources: Wgo Facility Agreement, Wgo Facility Agreement