Common use of Facilitation of Non-Distressed Disposals Clause in Contracts

Facilitation of Non-Distressed Disposals. (a) If a disposal of an asset is a Non-Distressed Disposal, the Common Security Agent is irrevocably authorised and (subject to Clause 21 (The Common Security Agent)) obliged (at the cost of the Parent (provided that the Common Security Agent acts reasonably) and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party or Debtor) but subject to paragraph (b) below: (i) to release the Transaction Security or any other claim (relating to a Debt Document) over that asset; (ii) where that asset consists of shares in the capital of a member of the Group, to release the Transaction Security or any other claim (relating to a Debt Document) over that member of the Group’s Property; and (iii) to execute and deliver or enter into any release of the Transaction Security or any claim described in paragraphs (i) and (ii) above and issue any certificates 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) Each release of Transaction Security or any claim described in paragraph (a) above shall become effective only on the making of the relevant Non-Distressed Disposal. Without prejudice to Clause 21.8 (Rights and discretions), the Common Security Agent shall act in a timely manner to facilitate each such release.

Facilitation of Non-Distressed Disposals. (a) If a disposal of an asset is a Non-Distressed Disposal, the Common Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent) is irrevocably authorised and (subject to Clause 21 (The Common Security Agent)) obliged (at the cost of the Parent (provided that the Common Security Agent acts reasonably) Borrower and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party Party, Subordinated Debtor or Debtor) but subject to paragraph (b) below: (i) to release the Transaction Security or any other claim (relating to a Debt Document) over that asset; (ii) where that asset consists of shares in the capital of a member of the Group, to release the Transaction Security or any other claim (relating to a Debt Document) over that member of the Group’s Property; and (iii) to execute and deliver or enter into any release of the Transaction Security or any claim described in paragraphs (i) and (ii) above and issue any certificates of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Common Senior Security Agent (or, following the Senior Discharge Date, the Second Lien Security Agent), be considered necessary or desirable. (b) Each release of Transaction Security or any claim described in paragraph (a) above shall become effective only on the making of the relevant Non-Distressed Disposal. Without prejudice . (c) Prior to Clause 21.8 the Senior Discharge Date and subject to paragraph (Rights and discretions)b) above, the Common Second Lien Security Agent shall act shall, concurrently with the Senior Security Agent, give all such equivalent releases as given by the Senior Security Agent as contemplated by paragraph (a) above (including the release of the Transaction Security held by it) in a timely manner order to facilitate each such releasegive effect to paragraph (a) above.

Facilitation of Non-Distressed Disposals. (a) If a disposal of an asset is a Non-Distressed Disposal, the Common Security Agent is irrevocably authorised and (subject to Clause 21 (The Common Security Agent)) obliged (at the cost of the Parent (provided that the Common Security Debtors' Agent acts reasonably) and without any consent, sanction, authority or further confirmation from any Creditor, other Secured Party Party, the Parent or any Debtor) but subject to paragraph (b) below: (i) to release the Transaction Security or any other claim (relating to a Debt Document) over that asset; (ii) where that asset consists of shares in the capital of a member of the Group, to release the Transaction Security or any other claim (relating to a Debt Document) over that member of the Group’s Property's Property and those of any of its Subsidiaries as well as all Secured Obligations and Guarantee Liabilities owed by that Debtor or any of its Subsidiaries; and (iii) to execute and deliver or enter into any release of the Transaction Security or any claim described in paragraphs (i) and (ii) above and issue any certificates 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) Each release of Transaction Security or any claim described in paragraph (a) above shall become effective only on the making of the relevant Non-Distressed Disposal. Without prejudice . (c) The Parties shall execute all documents necessary to Clause 21.8 (Rights and discretions), effect the Common releases referred to above or will grant a power of attorney to the Security Agent shall act to enable it to take such action and each Creditor Representative undertakes to provide the notification to the Security Agent referred to in a timely manner to facilitate each such releasethe definition of Non-Distressed Disposal above.