Common use of Exercise of Certain Rights Clause in Contracts

Exercise of Certain Rights. No Member may maintain any action for partition of the property of the Company. No Member may maintain any action for dissolution and liquidation of the Company unless such Member has submitted the dispute giving rise to such possible action to further negotiation and non-binding mediation, which further negotiation and mediation shall be conducted in accordance with the time periods and procedures set forth in Section 16.5(b) and (c), to the extent applicable. If such dispute is still unresolved after the conclusion of such further negotiation and non-binding mediation, such Member shall offer to sell its Membership Interest (free and clear of all liens and encumbrances) to the other Members for an amount of cash equal to the fair market value of the selling Member's Membership Interest, determined by multiplying such selling Member's Membership Interest by the fair market value of the Company, as a whole, without regard to any discounts or premiums related to minority interest, controlling interest, liquidity or related matters. If such Members do not agree on the fair market value thereof, such value shall be determined by an arbitrator in accordance with the arbitration procedures set forth in Section 3.6(e). If the non-selling Members do not exercise the option to purchase such Membership Interest within 60 days after the fair market value is determined, then the selling Member shall have the right for a period of 30 days after such 60-day period to initiate an action for such dissolution and liquidation pursuant to section 18-802 of the Act or any similar applicable statutory or common law dissolution right. If no Member has brought such action for dissolution within such 30 day period, then any Member may maintain an action for dissolution and liquidation only after again following the procedures set forth in this Section. Upon the institution of, and during the pendency of, any such dissolution proceeding, the Members agree to use commercially reasonable efforts to employ procedures and experts to ensure that such dissolution process will result in the Company and/or its assets being disposed of at fair market value; provided that such cooperative efforts shall not constitute a waiver or limitation of any such Member's right to contest such dissolution. Such procedures shall include soliciting likely potential purchasers, establishing a data room and other information sharing procedures and, if appropriate, engaging an investment banker, consultant or other expert to facilitate and enhance the marketing efforts. The terms and conditions of this Section 16.8 are intended to preserve any right to dissolution created by statute or common law (such as by section 18-802 of the Act), but do not create any contractual right to dissolution.

Exercise of Certain Rights. No Member may maintain any action for partition 22.1 Non-Petition in relation to the Issuer (a) Subject to and without prejudice to the provisions of Clause 22.4 (Mandatory Enforcement), each of the property Secured Creditors (other than, in the case of paragraph (iii) below, the Company. No Member Note Trustee and the Security Trustee) agrees with the Issuer and the Security Trustee that: (i) only the Security Trustee may maintain any action for dissolution and liquidation of enforce the Company unless such Member has submitted the dispute giving rise to such possible action to further negotiation and non-binding mediation, which further negotiation and mediation shall be conducted Security in accordance with the time periods terms of this Deed; (ii) it will not take any steps or proceedings (including any action in relation to an arrangement or compromise (judicial or otherwise) or lodging an appeal in any proceedings) to procure the winding up, administration or liquidation of the Issuer; and (iii) it will not take any other steps or action against the Issuer or the Charged Assets for the purpose of recovering any of the Secured Obligations (including by exercising any rights of set-off) or enforcing any rights arising out of the Transaction Documents against the Issuer or take any other proceedings (including lodging an appeal in any proceedings) in respect of or concerning the Issuer or the Charged Assets. (b) If the Note Trustee, having become bound under the terms of the Conditions, the Trust Deed or this Deed, as the case may be, so to do, has failed to serve an Enforcement Notice or to give directions to the Security Trustee to enforce the Security or the Security Trustee has failed to enforce the Security, in each case, within a reasonable period and procedures set forth in Section 16.5(b) and that failure is continuing or, if there are no Notes outstanding, then each of the Secured Creditors (c)other than the Noteholders, to whom the extent applicable. If such dispute is still unresolved after provisions of Condition 12 (Enforcement) shall apply) will be entitled to take any steps or proceedings against the conclusion Issuer for the purpose of such further negotiation and non-binding mediation, such Member shall offer recovering any of the Secured Obligations or enforcing any rights arising out of the Transaction Documents as it considers necessary other than: (i) any steps or proceedings (including any action in relation to sell its Membership Interest an arrangement or compromise (free and clear of all liens and encumbrancesjudicial or otherwise) or lodging an appeal in any proceedings) to procure the other Members for an amount of cash equal to the fair market value winding up, administration or liquidation of the selling Member's Membership Interest, determined by multiplying such selling Member's Membership Interest by the fair market value of the Company, as a whole, without regard to Issuer; and/or (ii) any discounts steps or premiums related to minority interest, controlling interest, liquidity or related matters. If such Members do not agree on the fair market value thereof, such value shall be determined by an arbitrator in accordance with the arbitration procedures set forth in Section 3.6(e). If the non-selling Members do not exercise the option to purchase such Membership Interest within 60 days after the fair market value is determined, then the selling Member shall have the right for a period of 30 days after such 60-day period to initiate an action for such dissolution and liquidation pursuant to section 18-802 of the Act or any similar applicable statutory or common law dissolution right. If no Member has brought such action for dissolution within such 30 day period, then any Member may maintain an action for dissolution and liquidation only after again following the procedures set forth in this Section. Upon the institution of, and during the pendency of, any such dissolution proceeding, the Members agree to use commercially reasonable efforts to employ procedures and experts to ensure that such dissolution process will proceedings which would result in the Company and/or its assets being disposed breach of at fair market value; provided that such cooperative efforts shall not constitute a waiver or limitation of any such Member's right to contest such dissolution. Such procedures shall include soliciting likely potential purchasers, establishing a data room and other information sharing procedures and, if appropriate, engaging an investment banker, consultant or other expert to facilitate and enhance the marketing efforts. The terms and conditions of this Section 16.8 are intended to preserve any right to dissolution created by statute or common law Clause 6 (such as by section 18-802 Payments out of the Act), but do not create Issuer Accounts and Application of Cash Prior to Enforcement) and/or Clause 7 (Payments out of the Issuer Accounts upon Enforcement) and/or any contractual right to dissolutionterm of the other Transaction Documents.

Exercise of Certain Rights. No Member may maintain any action for partition of the property of the Company. No Member may maintain any action for dissolution and liquidation of the Company unless such Member has submitted the dispute giving rise to such possible action to further negotiation and non-binding mediation, first offered (which further negotiation and mediation shall be conducted in accordance with the time periods and procedures set forth in offer must expressly reference this Section 16.5(b13.18) and (c), to the extent applicable. If such dispute is still unresolved after the conclusion of such further negotiation and non-binding mediation, such Member shall offer to sell its Membership Interest (free and clear of all liens and encumbrances) to the other Members Member for an amount of cash equal to the fair market value Fair Market Value of the selling Member's ’s Membership Interest, determined by multiplying such selling Member's ’s Membership Interest by the fair market value Fair Market Value of the Company, as a whole, without regard to any discounts or premiums related to minority interest, controlling interest, liquidity or related matters. If such the Members do not agree on the fair market value Fair Market Value thereof, such value shall be determined by an arbitrator in accordance with the arbitration procedures set forth in Section 3.6(e)3.13. If the non-selling Members do Member does not exercise the option to purchase such Membership Interest within 60 days after the fair market value Fair Market Value is determined, then the selling Member shall have the right for a period of 30 days after such 60-60 day period to initiate an action for such dissolution and liquidation pursuant to section 18-802 of the Act or any similar applicable statutory or common law dissolution right. If no Member has brought such action for dissolution within such 30 day period, then any Member may maintain an action for dissolution and liquidation only after again following the procedures set forth in this SectionSection 13.18. Upon the institution of, and during the pendency of, any such dissolution proceeding, the Members agree to use commercially reasonable efforts to employ procedures and experts to ensure that such dissolution process will result in the Company and/or its assets being disposed of at fair market valueFair Market Value; provided that such cooperative efforts shall not constitute a waiver or limitation of any such Member's ’s right to contest such dissolution. Such procedures shall include soliciting likely potential purchasers, establishing a data room and other information sharing procedures and, if appropriate, engaging an investment banker, consultant or other expert to facilitate and enhance the marketing efforts. The terms and conditions of this Section 16.8 13.18 are intended to preserve any right to dissolution created by statute or common law (such as by section 18-802 of the Act), but do not create any contractual right to dissolution.

Exercise of Certain Rights. No Member may maintain any action for partition 21.1 Except as provided below, each of the property of Secured Creditors agrees with the Company. No Member Issuer and the Trustee that: (a) only the Trustee may maintain any action for dissolution and liquidation of enforce the Company unless such Member has submitted the dispute giving rise to such possible action to further negotiation and non-binding mediation, which further negotiation and mediation shall be conducted Security in accordance with the time periods and procedures set forth in Section 16.5(b) and (c), to the extent applicable. If such dispute is still unresolved after the conclusion of such further negotiation and non-binding mediation, such Member shall offer to sell its Membership Interest (free and clear of all liens and encumbrances) to the other Members for an amount of cash equal to the fair market value of the selling Member's Membership Interest, determined by multiplying such selling Member's Membership Interest by the fair market value of the Company, as a whole, without regard to any discounts or premiums related to minority interest, controlling interest, liquidity or related matters. If such Members do not agree on the fair market value thereof, such value shall be determined by an arbitrator in accordance with the arbitration procedures set forth in Section 3.6(e). If the non-selling Members do not exercise the option to purchase such Membership Interest within 60 days after the fair market value is determined, then the selling Member shall have the right for a period of 30 days after such 60-day period to initiate an action for such dissolution and liquidation pursuant to section 18-802 of the Act or any similar applicable statutory or common law dissolution right. If no Member has brought such action for dissolution within such 30 day period, then any Member may maintain an action for dissolution and liquidation only after again following the procedures set forth in this Section. Upon the institution of, and during the pendency of, any such dissolution proceeding, the Members agree to use commercially reasonable efforts to employ procedures and experts to ensure that such dissolution process will result in the Company and/or its assets being disposed of at fair market value; provided that such cooperative efforts shall not constitute a waiver or limitation of any such Member's right to contest such dissolution. Such procedures shall include soliciting likely potential purchasers, establishing a data room and other information sharing procedures and, if appropriate, engaging an investment banker, consultant or other expert to facilitate and enhance the marketing efforts. The terms and conditions of this Section 16.8 Deed, the Issuer Pledge Agreement or the Parent Pledge Agreement (as the case may be); and (b) it will not take any steps for the purpose of recovering any of the Issuer Obligations (including by exercising any rights of set-off) or enforcing any rights arising out of the Transaction Documents against the Issuer or procuring the winding up, administration or liquidation of the Issuer. 21.2 If the Trustee has failed to serve a Bond Enforcement Notice and/or take any steps or proceedings to enforce the Security pursuant to this Deed, the Issuer Pledge Agreement or the Parent Pledge Agreement (as the case may be), in each case, within a reasonable time of becoming bound under the terms of this Deed so to do and that failure is continuing, then each of the Secured Creditors will be entitled to take any steps and proceedings as it considers necessary other than any steps or proceedings which would result in the breach by it of this Clause 21.2, Clause 6 and/or Clause 7 and/or any term of the other Transaction Documents. 21.3 Subject to the provisions of this Deed, the Trustee may at any time, at its discretion and without notice, take such proceedings and/or other action as it may think fit against, or in relation to, the Issuer or any other party to any of the Transaction Documents to enforce its obligations under any of the Transaction Documents. Subject to the provisions of this Deed, the Issuer Pledge Agreement or the Parent Pledge Agreement (as the case may be), at any time after the Security has become enforceable, the Trustee may, at its discretion and without notice, take such steps as it may think fit to enforce such Security. 21.4 The Trustee shall not be bound to take any steps or institute any proceedings or to take any other action under or in connection with any of the Transaction Documents (including, without limitation, enforcing the Security) unless the Trustee: (a) so long as any Bonds are intended outstanding, shall have been (i) directed to preserve any do so in writing pursuant to an Extraordinary Resolution of the holders of the Bonds outstanding, or (ii) requested to do so in writing by the holders of at least 75 per cent. in aggregate of the Principal Amount Outstanding of the Bonds outstanding; and (b) in either case, shall have been indemnified and/or secured to its satisfaction against all Liabilities to which it may thereby render itself liable or which it may incur by so doing. 21.5 Following an Event of Default, the Trustee shall have the right to dissolution created by statute or common law (such as by section 18-802 of exercise the Act), but do not create any contractual right to dissolutionPut Right.

Exercise of Certain Rights. No Member may maintain any action for partition 21.1 NO ENFORCEMENT BY NINTH ISSUER SECURED CREDITORS Each of the property Ninth Issuer Secured Creditors (other than the Ninth Issuer Noteholders, the Note Trustee acting on behalf of the Company. No Member Ninth Issuer Noteholders and the Ninth Issuer Security Trustee) hereby agrees with the Ninth Issuer and the Ninth Issuer Security Trustee that: (a) only the Ninth Issuer Security Trustee may maintain any action for dissolution and liquidation enforce the security created in favour of the Company unless such Member has submitted the dispute giving rise to such possible action to further negotiation and non-binding mediation, which further negotiation and mediation shall be conducted Ninth Issuer Security Trustee by this Deed in accordance with the time periods provisions hereof; and (b) it shall not take any steps for the purpose of recovering any of the Ninth Issuer Secured Obligations (including, without limitation, by exercising any rights of set off but excluding any contractual netting provisions contained in the Dollar Currency Swap Agreements and procedures set forth the Euro Currency Swap Agreement) or enforcing any rights arising out of the Ninth Issuer Transaction Documents against the Ninth Issuer or procuring the winding up, administration (including, for the avoidance of doubt, the filing of documents with the court or the service of a notice of intention to appoint an administrator) or liquidation of the Ninth Issuer in Section 16.5(b) respect of any of its liabilities whatsoever, unless a Ninth Issuer Note Enforcement Notice shall have been served or the Ninth Issuer Security Trustee, having become bound to serve a Ninth Issuer Note Enforcement Notice, and/or having become bound to take any steps or proceedings to enforce the said security pursuant to this Deed, fails to do so within 30 days of becoming so bound and that failure is continuing (c)in which case each of such Ninth Issuer Secured Creditors shall be entitled to take any such steps and proceedings as it shall deem necessary other than the presentation of a petition for the winding up of, or for an administration order in respect of, the Ninth Issuer or the filing of documents with the court or the service of a notice of intention to appoint an administrator in relation to the extent applicable. If such dispute is still unresolved after the conclusion of such further negotiation and non-binding mediation, such Member shall offer to sell its Membership Interest (free and clear of all liens and encumbrances) to the other Members for an amount of cash equal to the fair market value of the selling Member's Membership Interest, determined by multiplying such selling Member's Membership Interest by the fair market value of the Company, as a whole, without regard to any discounts or premiums related to minority interest, controlling interest, liquidity or related matters. If such Members do not agree on the fair market value thereof, such value shall be determined by an arbitrator in accordance with the arbitration procedures set forth in Section 3.6(eNinth Issuer). If the non-selling Members do not exercise the option to purchase such Membership Interest within 60 days after the fair market value is determined, then the selling Member shall have the right for a period of 30 days after such 60-day period to initiate an action for such dissolution and liquidation pursuant to section 18-802 of the Act or any similar applicable statutory or common law dissolution right. If no Member has brought such action for dissolution within such 30 day period, then any Member may maintain an action for dissolution and liquidation only after again following the procedures set forth in this Section. Upon the institution of, and during the pendency of, any such dissolution proceeding, the Members agree to use commercially reasonable efforts to employ procedures and experts to ensure that such dissolution process will result in the Company and/or its assets being disposed of at fair market value; provided that such cooperative efforts shall not constitute a waiver or limitation of any such Member's right to contest such dissolution. Such procedures shall include soliciting likely potential purchasers, establishing a data room and other information sharing procedures and, if appropriate, engaging an investment banker, consultant or other expert to facilitate and enhance the marketing efforts. The terms and conditions of this Section 16.8 are intended to preserve any right to dissolution created by statute or common law (such as by section 18-802 of the Act), but do not create any contractual right to dissolution.