Facilitation of Distressed Disposals and Appropriation. If a Distressed Disposal or an Appropriation is being effected the Collateral Agent is irrevocably authorised and is released from all restrictions at law that may lawfully be excluded (at the cost of the Parent and each Debtor and without any consent, sanction, authority or further confirmation from any Creditor, Intra-Group Lender, Security Provider or Debtor, Secured Party or Debtor): (a) release of Transaction Security/non-crystallisation certificates: to release the Transaction Security or any other claim over the asset subject to the Distressed Disposal or Appropriation and execute and deliver or enter into any release of that Transaction 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 Collateral Agent, be considered necessary or desirable; (b) release of liabilities and Transaction Security on a share sale/Appropriation (Debtor): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor, to release: (i) that Debtor and any Subsidiary of that Debtor from all or any part of: (A) its Borrowing Liabilities; (B) its Guarantee Liabilities; and (C) its Other Liabilities; (ii) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and (iii) 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, on behalf of the relevant Creditors and Debtors; (c) release of liabilities and Transaction Security on a share sale/Appropriation (Holding Company): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of any Holding Company of a Debtor, to release: (i) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (A) its Borrowing Liabilities; (B) its Guarantee Liabilities; and (C) its Other Liabilities; (ii) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets; and (iii) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company, on behalf of the relevant Creditors and Debtors; (d) facilitative disposal of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Agent decides to dispose of all or any part of: (i) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nominee); or (ii) the Debtors’ Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ Intra-Group Receivables (the “Transferee”) will not be treated as a Secured Party for the purposes of this Deed), to execute and deliver or enter into any agreement to dispose of all or part of those Liabilities or Debtors’ Intra-Group Receivables on behalf of the relevant Creditors and Debtors provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Secured Party for the purposes of this Deed; (e) sale of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Agent decides to dispose of all or any part of: (i) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nominee); or (ii) the Debtors’ Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ Intra-Group Receivables will be treated as a Secured Party for the purposes of this Deed, to execute and deliver or enter into any agreement to dispose of: (A) all (and not part only) of the Liabilities owed to the Secured Parties (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nominee); and (B) all or part of any other Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nominee) and the Debtors’ Intra-Group Receivables, on behalf of, in each case, the relevant Creditors and Debtors; (f) transfer of obligations in respect of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Collateral Agent decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of: (i) the Intra-Group Liabilities; or (ii) the Debtors’ Intra-Group Receivables, to execute and deliver or enter into any agreement to: (A) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (B) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables are to be transferred.
Appears in 2 contracts
Samples: Intercreditor Agreement (Selina Hospitality PLC), Intercreditor Agreement (Selina Hospitality PLC)
Facilitation of Distressed Disposals and Appropriation. If a Distressed Disposal or an Appropriation is being effected effected, the Collateral Security Agent is irrevocably authorised and is released from all restrictions at law that may lawfully be excluded (at the cost of the Parent and each Debtor Debtors' Agent and without any consent, sanction, authority or further confirmation from any Creditor, Intra-Group Lenderother Secured Party, Security Provider the Parent or Debtor, Secured Party or any Debtor):
(a) release of Transaction Security/non-crystallisation certificates: to release the Transaction Security or any other claim over the asset subject to the Distressed Disposal or Appropriation and execute and deliver or enter into any release of that Transaction Security or claim and issue any letters of non-non- crystallisation of any floating charge or any consent to dealing that may, acting in the discretion of the Collateral accordance with Clause 12.6 (Security Agent's actions), be considered necessary or desirable;
(b) release of liabilities and Transaction Security on a share sale/Appropriation (Debtor): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor, to release:
(i) that Debtor and any Subsidiary of that Debtor from all or any part of:
(A) its Borrowing Liabilities;
(B) its Guarantee Liabilities; and
(C) its Other Liabilities;
(ii) any Transaction Security granted by the Parent or that Debtor or any Subsidiary of that Debtor over any of its assets; and
(iii) any other claim of the Parent, an Intra-Group Lender, Lender or another Debtor over that Debtor’s 's assets or over the assets of any Subsidiary of that Debtor, on behalf of the relevant Creditors and Debtors;
(c) release of liabilities and Transaction Security on a share sale/Appropriation (Holding Company): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of any Holding Company of a Debtor, to release:
(i) that Holding Company and any Subsidiary of that Holding Company from all or any part of:
(A) its Borrowing Liabilities;
(B) its Guarantee Liabilities; and
(C) its Other Liabilities;
(ii) any Transaction Security granted by that Holding Company and any Subsidiary of that Holding Company over any of its assets; and
(iii) any other claim of the Parent, an Intra-Group Lender or another Debtor over that Holding Company's assets or the assets of any Subsidiary of that Holding Company, on behalf of the relevant Creditors and Debtors;
(d) facilitative disposal of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Security Agent decides to dispose of all or any part of:
(i) the Liabilities (other than Agent Liabilities due to any Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nomineeArranger Liabilities due to any Arranger); or
(ii) the Debtors’ ' Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company (on the basis that any transferee of those Liabilities or Debtors’ ' Intra-Group Receivables (the “"Transferee”") will not be treated as an External Creditor or a Secured Party for the purposes of this DeedAgreement), to execute and deliver or enter into any agreement to dispose of all or part of those Liabilities or Debtors’ ' Intra-Group Receivables on behalf of the relevant Creditors and Debtors provided that that, notwithstanding any other provision of any Debt Document Document, the Transferee shall not be treated as an External Creditor or a Secured Party for the purposes of this DeedAgreement;
(e) sale of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Security Agent acting in accordance with Clause 12.6 (Security Agent's actions) decides to dispose of all or any part of:
(i) the Liabilities (other than Agent Liabilities due to any Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nomineeArranger Liabilities due to any Arranger); or
(ii) the Debtors’ ' Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ ' Intra-Group Receivables will be treated as an External Creditor or a Secured Party for the purposes of this DeedAgreement, to execute and deliver or enter into any agreement to dispose of:
(A) all (and not part only) of the Liabilities owed to the Secured Parties External Creditors (other than Agent Liabilities due to any Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nomineeArranger Liabilities due to any Arranger); and
(B) all or part of any other Liabilities (other than Agent Liabilities owed to any Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nomineeArranger Liabilities owed to any Arranger) and the Debtors’ ' Intra-Group Receivables, on behalf of, in each case, the relevant Creditors and Debtors;
(f) transfer of obligations in respect of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “"Disposed Entity”") and the Collateral Security Agent decides decides, acting in accordance with Clause 12.6 (Security Agent's actions), to transfer to another Debtor (the “"Receiving Entity”") all or any part of the Disposed Entity’s 's obligations or any obligations of any Subsidiary of that Disposed Entity in respect of:
(i) of the Intra-Group Liabilities; or
(ii) Liabilities or the Debtors’ ' Intra-Group Receivables, Receivables to execute and deliver or enter into any agreement to:
(Ai) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or those Debtors’ ' Intra-Group Receivables on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and
(Bii) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ ' Intra-Group Receivables on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtors’ ' Intra-Group Receivables are to be transferred.
Appears in 1 contract
Samples: Intercreditor Agreement
Facilitation of Distressed Disposals and Appropriation. (a) If a Distressed Disposal or an Appropriation is being effected the Collateral Security Agent is irrevocably authorised and is released from all restrictions at law that may lawfully be excluded (at the cost of the Parent and each Debtor Company and without any consent, sanction, authority or further confirmation from any Creditor, Intra-other Secured Party, any member of the Group Lender, Security Provider or Debtor, Secured Party or any Debtor):
(ai) release of Transaction Security/non-crystallisation certificates: to release the Transaction Security or any other claim over the asset subject to the Distressed Disposal or Appropriation and execute and deliver or enter into any release of that Transaction 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 Collateral Security Agent, be considered necessary or desirable;
(bii) release of liabilities and Transaction Security on a share sale/Appropriation (Debtor): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor, to release:
(iA) that Debtor and any Subsidiary of that Debtor from all or any part of:
(A1) its Borrowing Liabilities;
(B2) its Guarantee Liabilities; and
(C3) its Other Liabilities;
(iiB) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and
(iiiC) any other claim of the Subordinated Creditor, an Intra-Group Lender, or another Debtor over that Debtor’s 's assets or over the assets of any Subsidiary of that Debtor, on behalf of the relevant Creditors and the relevant Debtors;
(ciii) release of liabilities and Transaction Security on a share sale/Appropriation (Holding Company): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of any Holding Company of a Debtor, to release:
(iA) that Holding Company and any Subsidiary of that Holding Company from all or any part of:
(A1) its Borrowing Liabilities;
(B2) its Guarantee Liabilities; and
(C3) its Other Liabilities;
(iiB) any Transaction Security granted by that Holding Company or any Subsidiary of that Holding Company over any of its assets; and
(iiiC) any other claim of the Subordinated Creditor, an Intra-Group Lender or another Debtor over that Holding Company's assets or over the assets of any Subsidiary of that Holding Company, on behalf of the relevant Creditors and the relevant Debtors;
(div) facilitative disposal of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Security Agent decides to dispose of all or any part of:
(iA) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nomineeLiabilities due to any Agent); or
(iiB) the Debtors’ ' Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ ' Intra-Group Receivables (the “"Transferee”") will not be treated as a Senior Creditor or a Secured Party for the purposes of this DeedAgreement), to execute and deliver or enter into any agreement to dispose of all or part of those Liabilities or Debtors’ ' Intra-Group Receivables on behalf of the relevant Creditors and Debtors provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Senior Creditor or a Secured Party for the purposes of this DeedAgreement;
(ev) sale of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Security Agent decides to dispose of all or any part of:
(iA) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nomineeLiabilities due to any Agent); or
(iiB) the Debtors’ ' Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ ' Intra-Group Receivables will be treated as a Senior Creditor or a Secured Party for the purposes of this DeedAgreement, to execute and deliver or enter into any agreement to dispose of:
(A1) all (and not part only) of the Liabilities owed to the Secured Parties Senior Creditors (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nomineeto any Agent); and
(B2) all or part of any other Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nomineeLiabilities owed to any Agent) and the Debtors’ ' Intra-Group Receivables, on behalf of, in each case, the relevant Creditors and the relevant Debtors;
(fvi) transfer of obligations in respect of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “"Disposed Entity”") and the Collateral Security Agent decides to transfer to another Debtor (the “"Receiving Entity”") all or any part of the Disposed Entity’s 's obligations or any obligations of any Subsidiary of that Disposed Entity in respect of:
(iA) the Intra-Group Liabilities; or
(iiB) the Debtors’ ' Intra-Group Receivables, to execute and deliver or enter into any agreement to:
(AC) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ ' Intra-Group Receivables on behalf of the relevant Intra-Intra- Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and
(BD) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ ' Intra-Group Receivables on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtors’ ' Intra-Group Receivables are to be transferred.
(b) If any Transaction Security proposed to be released under this Clause 12.1 includes SFA Cash Cover or Cash Management Cover, the Security created or evidenced or expressed to be created or evidenced under or pursuant to the relevant document in relation to such cash cover shall not be released without the consent of the Relevant Issuing Bank, the Relevant Ancillary Lender or, as applicable, the Relevant Cash Management Provider.
Appears in 1 contract
Samples: Intercreditor Agreement
Facilitation of Distressed Disposals and Appropriation. If Subject to Clause 20.3 (Proceeds of Distressed Disposals and Debt Disposals) Clause 20.4 (Fair Value), Clause 20.5 (Restriction on Enforcement: Priority Creditors) and Clause 20.8 (Common Security Agent’s Actions), if a Distressed Disposal or an Appropriation is being effected effected, each of the Collateral Common Security Agent and Independent Security Agent (acting on the instructions of the Common Security Agent) is irrevocably authorised and is released from all restrictions at law that may lawfully be excluded (at the cost of the Parent and (or, if the Parent so elects, the relevant Debtor or Security Grantor) and, in each Debtor and case, without any consent, sanction, authority or further confirmation from any Creditor, any other Secured Party, any Debtor, any Intra-Group group Lender, any Unsecured Convertible Notes Creditor, any Subordinated Creditor or any Security Provider or Debtor, Secured Party or DebtorGrantor):
(a) release of Transaction Security/non-crystallisation certificates: to release the Priority Creditor Only Transaction Security, the Common Transaction Security and/or the Independent Security or any other claim over the asset subject to the Distressed Disposal or an Appropriation and execute and deliver or enter into any release of that Priority Creditor Only Transaction Security, the Common Transaction Security and/or the Independent Security (as applicable) or such claim and issue any letters of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Collateral AgentCommon Security Agent or the Independent Security Agent (as applicable), be considered necessary or desirable;
(b) release of liabilities and Transaction Security on a share sale/Appropriation (Debtor): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor, to release:
(i) that Debtor and/or Security Grantor and any Subsidiary of that Debtor and/or Security Grantor from all or any part of:
(A) its Borrowing Liabilities;
(B) its Guarantee Liabilities; and
(C) its Other Liabilities; in each case under the Debt Documents;
(ii) any Priority Creditor Only Transaction Security, Common Transaction Security and/or the Independent Security granted by that Debtor Xxxxxx and/or AMERICAS 120207225 Security Grantor or any Subsidiary of that Debtor and/or Security Grantor over any of its assets; and
(iii) any other claim of an a Subordinated Creditor, Security Grantor or Intra-Group Lender, Lender or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor, including any Intra-Group Liability, Subordinated Liability and/or any Debtor’s Intra-Group Receivable, on behalf of the relevant Creditors Creditors, Debtors and DebtorsSecurity Grantors;
(c) release of liabilities and Transaction Security on a share sale/Appropriation (Holding Company): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of any Holding Company of a Debtor, to release:
(i) that Holding Company and any Subsidiary of that Holding Company from all or any part of:
(A) its Borrowing Liabilities;
(B) its Guarantee Liabilities; and
(C) its Other Liabilities; in each case under the Debt Documents;
(ii) any Priority Creditor Only Transaction Security, Common Transaction Security and/or the Independent Security granted by that Holding Company and any Subsidiary of that Holding Company over any of its assets; and
(iii) any other claim of a Subordinated Creditor, an Intra-Group Lender or another Debtor over the assets of that Holding Company and any Subsidiary of that Holding Company, including any Intra-Group Liability, Subordinated Liability and/or any Debtor’s Intra-Group Receivable, on behalf of the relevant Creditors Creditors, Debtors and DebtorsSecurity Grantors;
(d) facilitative disposal of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Agent decides to dispose of all or any part of:
(i) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nominee); or
(ii) the Debtors’ Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ Intra-Group Receivables (the “Transferee”) will not be treated as a Secured Party for the purposes of this Deed), to execute and deliver or enter into any agreement to dispose of all or part of those Liabilities or Debtors’ Intra-Group Receivables on behalf of the relevant Creditors and Debtors provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Secured Party for the purposes of this Deed;
(e) sale of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Agent decides to dispose of all or any part of:
(i) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nominee); or
(ii) the Debtors’ Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ Intra-Group Receivables will be treated as a Secured Party for the purposes of this Deed, to execute and deliver or enter into any agreement to dispose of:
(A) all (and not part only) of the Liabilities owed to the Secured Parties (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nominee); and
(B) all or part of any other Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee or nominee) and the Debtors’ Intra-Group Receivables, on behalf of, in each case, the relevant Creditors and Debtors;
(f) transfer of obligations in respect of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Collateral Agent decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of:
(i) the Intra-Group Liabilities; or
(ii) the Debtors’ Intra-Group Receivables, to execute and deliver or enter into any agreement to:
(A) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and
(B) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables are to be transferred.
Appears in 1 contract
Facilitation of Distressed Disposals and Appropriation. If a Distressed Disposal or an Appropriation is being effected effected, the Collateral Security Agent is irrevocably authorised and is released from all restrictions at law that may lawfully be excluded (at the cost of the Parent and each Debtor Company and without any consent, sanction, authority or further confirmation from any Creditor, Intra-Group Lender, Security Provider or Debtor, other Secured Party or DebtorDebtor or the Parent):
(a) release of Transaction Security/non-crystallisation certificates: to release the Transaction Security or any other claim over the asset subject to the Distressed Disposal or Appropriation and execute and deliver or enter into any release of that Transaction 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 Collateral accordance with Clause 12.6 (Security Agent’s actions), be considered necessary or desirable;
(b) release of liabilities and Transaction Security on a share sale/Appropriation (Debtor): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor, to release:
(i) that Debtor and any Subsidiary of that Debtor from all or any part of:
(A) of its Borrowing Liabilities;
(B) its , Guarantee Liabilities; and
(C) its Liabilities and Other Liabilities;
(ii) any Transaction Security granted by the Holding Company of that Debtor over shares in that Debtor or granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and
(iii) any other claim of the Parent, an Intra-Group Lender, or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor, on behalf of the relevant Creditors and Debtors;
(c) release of liabilities and Transaction Security on a share sale/Appropriation (Holding Company): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of any Holding Company of a Debtor, to release:
(i) that Holding Company and any Subsidiary of that Holding Company from all or any part of:
(A) its Borrowing Liabilities;
(B) its Guarantee Liabilities; and
(C) its Other Liabilities;
(ii) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets; and
(iii) any other claim of an Intra-Group Lender or another Debtor over the assets of any Subsidiary of that Holding Company, on behalf of the relevant Creditors and Debtors;
(d) facilitative disposal of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Security Agent decides to dispose of all or any part of:
(i) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee Liabilities due to the Agent or nomineeany Arranger); or
(ii) the Debtors’ Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ Intra-Group Receivables (the “Transferee”) will not be treated as an External Creditor or a Secured Party for the purposes of this Deed)Agreement, to execute and deliver or enter into any agreement to dispose of all or part of those Liabilities or Debtors’ Intra-Group Receivables on behalf of the relevant Creditors and Debtors provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as an External Creditor or a Secured Party for the purposes of this DeedAgreement;
(ed) sale of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Security Agent decides to dispose of all or any part of:
(i) the Liabilities (other than Creditor Representative Amounts where Liabilities due to the relevant Pari Passu Creditor is represented by an agent, trustee Agent or nomineeany Arranger); or
(ii) the Debtors’ Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ Intra-Group Receivables will be treated as an External Creditor or a Secured Party for the purposes of this DeedAgreement, to execute and deliver or enter into any agreement to dispose of:
(A) all (and not part only) of the Liabilities owed to the Secured Parties External Creditors (other than Creditor Representative Amounts where to the relevant Pari Passu Creditor is represented by an agent, trustee Agent or nomineeany Arranger); and
(B) all or part of any other Liabilities (other than Creditor Representative Amounts where Liabilities owed to the relevant Pari Passu Creditor is represented by an agent, trustee Agent or nomineeany Arranger) and the Debtors’ Intra-Group Receivables, on behalf of, in each case, the relevant Creditors and Debtors;
(fe) transfer of obligations in respect of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Collateral Security Agent decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of:
(i) the of Intra-Group Liabilities; or
(ii) Liabilities or the Debtors’ Intra-Group Receivables, to execute and deliver or enter into any agreement to:
(Ai) agree to the transfer of all or part of the obligations in respect of those Intra-Intra- Group Liabilities or Debtors’ Intra-Group Receivables on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and
(Bii) to accept the transfer of all or part of the obligations in respect of those Intra-Intra- Group Liabilities or Debtors’ Intra-Group Receivables on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables are to be transferred.
Appears in 1 contract
Samples: Intercreditor Agreement
Facilitation of Distressed Disposals and Appropriation. If a Distressed Disposal or an Appropriation is being effected the Collateral Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) is irrevocably authorised and is released from all restrictions at law that may lawfully be excluded (at the cost of the Parent and each Debtor Borrower and without any consent, sanction, authority or further confirmation from any Creditor, Intra-Group Lender, Security Provider or Debtor, other Secured Party or Debtor):
(a) release of Transaction Security/non-crystallisation certificates: to release the Transaction Security or any other claim over the asset subject to the Distressed Disposal or Appropriation and execute and deliver or enter into any release of that Transaction 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 Collateral Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent), be considered necessary or desirable;
(b) release of liabilities and Transaction Security on a share sale/Appropriation (Debtor): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor, to release:
(i) that Debtor and any Subsidiary of that Debtor from all or any part of:
(A) its Borrowing Liabilities;
(B) its Guarantee Liabilities; and
(C) its Other Liabilities;
(ii) any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and
(iii) any other claim of an Intra-Group Lender, a Subordinated Creditor or another Debtor over that Debtor’s assets or over the assets of any Subsidiary of that Debtor, on behalf of the relevant Creditors and Debtors;
(c) release of liabilities and Transaction Security on a share sale/Appropriation (Holding Company): if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of any Holding Company of a Debtor, to release:
(i) that Holding Company and any Subsidiary of that Holding Company from all or any part of:
(A) its Borrowing Liabilities;
(B) its Guarantee Liabilities; and
(C) its Other Liabilities;
(ii) any Transaction Security granted by any Subsidiary of that Holding Company over any of its assets; and
(iii) any other claim of an Intra-Group Lender a Subordinated Creditor or another Debtor over the assets of any Subsidiary of that Holding Company, on behalf of the relevant Creditors and Debtors;
(d) facilitative disposal of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) decides to dispose of all or any part of:
(i) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee Liabilities due to any Senior Agent or nomineeSenior Arranger); or
(ii) the Debtors’ Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ Intra-Group Receivables (the “Transferee”) will not be treated as a Primary Creditor or a Secured Party for the purposes of this DeedAgreement), to execute and deliver or enter into any agreement to dispose of all or part of those Liabilities or Debtors’ Intra-Group Receivables on behalf of the relevant Creditors and Debtors provided that notwithstanding any other provision of any Debt Document the Transferee shall not be treated as a Primary Creditor or a Secured Party for the purposes of this DeedAgreement;
(e) sale of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) decides to dispose of all or any part of:
(i) the Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee Liabilities due to any Senior Agent or nomineeSenior Arranger); or
(ii) the Debtors’ Intra-Group Receivables, owed by that Debtor or Holding Company or any Subsidiary of that Debtor or Holding Company on the basis that any transferee of those Liabilities or Debtors’ Intra-Group Receivables will be treated as a Primary Creditor or a Secured Party for the purposes of this DeedAgreement, to execute and deliver or enter into any agreement to dispose of:
(A) all (and not part only) of the Liabilities owed to the Secured Parties Primary Creditors (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee to any Senior Agent or nomineeany Senior Arranger); and
(B) all or part of any other Liabilities (other than Creditor Representative Amounts where the relevant Pari Passu Creditor is represented by an agent, trustee Liabilities owed to any Senior Agent or nomineeany Senior Arranger) and the Debtors’ Intra-Group Receivables, on behalf of, in each case, the relevant Creditors and Debtors;
(f) transfer of obligations in respect of liabilities on a share sale/Appropriation: if the asset subject to the Distressed Disposal or Appropriation consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Collateral Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the Disposed Entity’s obligations or any obligations of any Subsidiary of that Disposed Entity in respect of:
(i) the Intra-Group Liabilities; or
(ii) the Debtors’ Intra-Debtor’s Intra – Group Receivables, to execute and deliver or enter into any agreement to:
(A) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and
(B) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Receivables are to be transferred. Prior to the Senior Discharge Date the Second Lien Security Agent shall, concurrently with the Senior Security Agent, give all such equivalent releases as given by the Senior Security Agent as contemplated by this Clause 13 (including the release of the Transaction Security held by it) in order to give effect to this Clause 13.
Appears in 1 contract