Common use of Facilitation of Distressed Disposals Clause in Contracts

Facilitation of Distressed Disposals. Subject to Clause 17.4 (Restriction on Enforcement), if a Distressed Disposal is being effected the Common Security Agent is irrevocably authorised (at the cost of the Parent and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party or Debtor): (a) Release of Transaction Security/non-crystallisation certificates: to release the Transaction Security (and any claims thereunder) or any other claim over the asset subject to the Distressed Disposal 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 Common Security Agent, be considered necessary or desirable; (b) Release of liabilities and Transaction Security on a share sale (Debtor): if the asset subject to the Distressed Disposal consists of shares and/or other equity interests 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 Holding Company of that Debtor over the shares and other equity interests in the capital of that Debtor and any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and (iii) any other claim of a Bondco, Subordinated Creditor, 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;

Facilitation of Distressed Disposals. Subject to Clause 17.4 (Restriction on Enforcement), if a Distressed Disposal is being effected the Common Security Agent is irrevocably authorised and obliged (at the cost of the Parent and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party or Debtor): (a) Release of Transaction Security/non-crystallisation certificates: to release the Transaction Security (and any claims thereunder) or any other claim over the asset subject to the Distressed Disposal 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 Common Security Agent, be considered necessary or desirable; (b) Release of liabilities and Transaction Security on a share sale (Debtor): if the asset subject to the Distressed Disposal consists of shares and/or other equity interests 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 Holding Company of that Debtor over the shares and other equity interests in the capital of that Debtor and any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and (iii) any other claim of a Bondco, Subordinated Creditor, 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;

Facilitation of Distressed Disposals. Subject to Clause 17.4 12.4 (Restriction on Enforcementenforcement), if a Distressed Disposal is being effected the Common Security Agent is irrevocably authorised (at the cost of the Parent and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party or Debtor): (a) Release release of Transaction Security/non-crystallisation certificates: to release the Transaction Security (and any claims thereunder) or any other claim over the asset subject to the Distressed Disposal 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 Common Security Agent, be considered necessary or desirable; (b) Release release of liabilities and Transaction Security on a share sale (Debtor): if the asset subject to the Distressed Disposal consists of shares and/or other equity interests 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 Holding Company of that Debtor over the shares and other equity interests in the capital of that Debtor and any Transaction Security granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and (iii) any other claim of a Bondco, Subordinated Creditor, 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 (Holding Company): if the asset subject to the Distressed Disposal 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 or 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: if the asset subject to the Distressed Disposal consists of shares in the capital of a Debtor or the Holding Company of a Debtor and if it is intended that the Security Agent is to dispose of all or any part of: (i) the Liabilities (other than Liabilities due to any Creditor Representative or 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 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 a Primary Creditor or a Secured Party for the purposes of this Agreement; (e) sale of liabilities on a share sale: if the asset subject to the Distressed Disposal consists of shares in the capital of a Debtor or the Holding Company of a Debtor and if it is intended that the Security Agent is to dispose of all or any part of: (i) the Liabilities (other than Liabilities due to any Creditor Representative or 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 Agreement, to execute and deliver or enter into any agreement to dispose of: (A) all (and not part only) of the Liabilities owed to the Primary Creditors (other than to any Creditor Representative or Arranger); and (B) all or part of any other Liabilities (other than Liabilities owed to any Creditor Representative or 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: if the asset subject to the Distressed Disposal consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the Disposed Entity) and if it is intended that the Security Agent is 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.

Facilitation of Distressed Disposals. Subject to Clause 17.4 14.3 (Restriction on Enforcementenforcement), if a Distressed Disposal is being effected the Common Security Agent is irrevocably authorised (at the cost of the Parent Company and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party or Debtor): (a) Release of to release: (i) the Transaction Security/non-crystallisation certificates: to release the Transaction Security ; and (and any claims thereunderii) or any other claim claim, in each case, over the asset subject to the Distressed Disposal 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 Common Security Agent, be considered necessary or desirable;Disposal; and (b) Release of liabilities and Transaction Security on a share sale (Debtor): if the asset subject to the Distressed Disposal consists of shares and/or other equity or ownership interests in the capital a Debtor or a Holding Company of a DebtorDebtor (each, to release:a "Disposed Entity"): (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) to release any Transaction Security granted by the Holding Company of that Debtor over the shares and other equity interests in the capital of that Debtor and any Transaction Security granted by that Debtor Disposed Entity, or any Subsidiary of that Debtor the Disposed Entity, over any of its assets; and; (ii) to release the Disposed Entity, or any Subsidiary of the Disposed Entity, from all or any part of its Liabilities; (iii) to release any other claim of a Bondco, Subordinated Creditor, an Intra-Group Lender, any Creditor or another Debtor over that Debtor’s Disposed Entity's assets or over the assets of any Subsidiary of that DebtorDisposed Entity; (iv) to release the Disposed Entity and any other member of the Group from all or any part of its Liabilities arising out of or in connection with that Distressed Disposal, or dispose of (including by way of appropriation) all or any part of those Liabilities; (v) to dispose of (including by way of appropriation) all or any part of the Liabilities owing by the Disposed Entity, or any Subsidiary of the Disposed Entity; and/or (vi) to dispose of (including by way of appropriation) all or any part of the Liabilities owing to the Disposed Entity, or any Subsidiary of the Disposed Entity, in each case, (A) that may, in the discretion of the Security Agent, be considered necessary or desirable and (B) on behalf of the relevant Creditors Creditors, Secured Parties and Debtors;.

Facilitation of Distressed Disposals. Subject to Clause 17.4 14.3 (Restriction on Enforcementenforcement), if a Distressed Disposal is being effected the Common Security Agent is irrevocably authorised (at the cost of the Parent Company and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party or Debtor): (a) Release of to release: (i) the Transaction Security/non-crystallisation certificates: to release the Transaction Security ; and (and any claims thereunderii) or any other claim claim, in each case, over the asset subject to the Distressed Disposal 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 Common Security Agent, be considered necessary or desirable;Disposal; and (b) Release of liabilities and Transaction Security on a share sale (Debtor): if the asset subject to the Distressed Disposal consists of shares and/or other equity or ownership interests in the capital a Debtor or a Holding Company of a DebtorDebtor (each, to release:a "Disposed Entity"): (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) to release any Transaction Security granted by the Holding Company of that Debtor over the shares and other equity interests in the capital of that Debtor and any Transaction Security granted by that Debtor Disposed Entity, or any Subsidiary of that Debtor the Disposed Entity, over any of its assets; and; (ii) to release the Disposed Entity, or any Subsidiary of the Disposed Entity, from all or any part of its Liabilities; (iii) to release any other claim of a Bondco, Subordinated Creditor, an Intra-Group Lender, any Creditor or another Debtor over that Debtor’s Disposed Entity's assets or over the assets of any Subsidiary of that DebtorDisposed Entity; (iv) to release the Disposed Entity, the Company and any member of the Restricted Group from all or any part of its Liabilities arising out of or in connection with that Distressed Disposal, or dispose of (including by way of appropriation) all or any part of those Liabilities; (v) to dispose of (including by way of appropriation) all or any part of the Liabilities owing by the Disposed Entity, or any Subsidiary of the Disposed Entity; and/or (vi) to dispose of (including by way of appropriation) all or any part of the Liabilities owing to the Disposed Entity, or any Subsidiary of the Disposed Entity, in each case, (A) that may, in the discretion of the Security Agent, be considered necessary or desirable and (B) on behalf of the relevant Creditors Creditors, Secured Parties and Debtors;.

Facilitation of Distressed Disposals. Subject to Clause 17.4 paragraphs (Restriction on Enforcement)d) and (e) below, if a Distressed Disposal is being effected upon the Common Security Agent direction of an Act of Required Secured Parties, the Collateral Trustee is irrevocably authorised (at the cost of the Parent Borrower and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party or Debtor): (ai) Release release of Transaction SecurityCollateral, Collateral Documents/non-crystallisation certificates: to release the Transaction Security (and any claims thereunder) Collateral or any other claim over the asset subject to the Distressed Disposal and execute and deliver or enter into any release of that Transaction Security Collateral 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 Common Security AgentCollateral Trustee, be considered necessary or desirable; (bii) Release release of liabilities and Transaction Security Collateral on a share sale (Debtor): if the asset subject to the Distressed Disposal consists of shares and/or other equity interests 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 the Holding Company of that Debtor over the shares and other equity interests in the capital of that Debtor and any Transaction Security Lien on Collateral granted by that Debtor or any Subsidiary of that Debtor over any of its assets; and (iiiC) any other claim of a Bondco, Subordinated Creditor, an Intra-Group Lender, 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; (iii) release of liabilities and Collateral on a share sale (Holding Company): if the asset subject to the Distressed Disposal consists of shares in the capital of any Holding Company of a Debtor, to release: (A) that Holding Company and any Subsidiary of that Holding Company from all or any part of: (1) its Borrowing Liabilities; (2) its Guarantee Liabilities; and (3) its Other Liabilities; (B) any Lien on Collateral granted by any Subsidiary of that Holding Company over any of its assets; and (C) 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; (iv) facilitative disposal of liabilities on a share sale: if the asset subject to the Distressed Disposal consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Trustee decides to dispose of all or any part of: (A) the Liabilities (other than Liabilities due to any Secured Debt Representative); or (B) the Debtors’ Intra-Group Liabilities, 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 Liabilities (the “Transferee”) will not be treated as a Secured Party for the purposes of this Agreement, to execute and deliver or enter into any agreement to dispose of all or part of those Liabilities or Debtors’ Intra-Group Liabilities 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 Agreement; (v) sale of liabilities on a share sale: if the asset subject to the Distressed Disposal consists of shares in the capital of a Debtor or the Holding Company of a Debtor and the Collateral Trustee decides to dispose of all or any part of: (A) the Liabilities (other than Liabilities due to any Secured Debt Representative); or (B) the Debtors’ Intra-Group Liabilities, 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 Liabilities will be treated as a Secured Party for the purposes of this Agreement, 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 to any Secured Debt Representative); and (B) all or part of any other Liabilities (other than Liabilities owed to any Secured Debt Representative) and the Debtors’ Intra-Group Liabilities, on behalf of, in each case, the relevant Creditors and Debtors; (vi) transfer of obligations in respect of liabilities on a share sale: if the asset subject to the Distressed Disposal consists of shares in the capital of a Debtor or the Holding Company of a Debtor (the “Disposed Entity”) and the Collateral Trustee 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 the Intra-Group Liabilities to execute and deliver or enter into any agreement to (in each case to the extent permitted by applicable law): (A) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Liabilities 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 Liabilities on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or Debtors’ Intra-Group Liabilities are to be transferred.