Common use of NOMINATION OF DIRECTORS AFTER SERVICE OF A NOTE ACCELERATION NOTICE Clause in Contracts

NOMINATION OF DIRECTORS AFTER SERVICE OF A NOTE ACCELERATION NOTICE. 6.1 In the event that a Note Acceleration Notice is served on the Issuer, Holdings shall exercise its rights as the sole beneficial owner of all of the shares in the Issuer and the rights and powers vested in it under the Memorandum and Articles of Association of the Issuer, so as to procure that: (a) such new or additional directors of the Issuer as the Security Trustee may (but shall be under no obligation to) direct shall be duly appointed provided that such directors are resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax; and (b) such of the directors nominated pursuant to Clauses 4.1, or 4.2 above as the Security Trustee may (but shall be under no obligation to) request, shall tender their resignation if so requested by the Security Trustee. 6.2 Any director nominated or appointed pursuant to Clause 6.1 above shall be appointed upon such terms (including reasonable remuneration) as may be agreed in writing between the appointees and the Security Trustee. 6.3 For so long as Holdings is the beneficial holder of the whole of the issued share capital of the Issuer, and in the event (but only in the event) that the provisions of Clause 6.1 above apply, Holdings undertakes and agrees to comply with all requests of the Security Trustee (which the Security Trustee shall not be obligated to make) as to: (a) the exercise of its rights as shareholder of the Issuer; and (b) all rights and powers vested in it under the Memorandum and Articles of Association of the Issuer, in relation to the appointment and/or removal from office by Holdings of any of the directors of the Issuer. 6.4 In the event that a Note Acceleration Notice is served on the Issuer, any appointment of a Director in office at such time validly made pursuant to Clauses 4.1, or 4.2 shall continue to be effective in accordance with the provisions of this Agreement unless and until such Director has resigned pursuant to Clause 6.1(b). 6.5 The obligations of the parties hereto under this Agreement are solely the corporate obligations of each of the parties. 6.6 No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement against any employee, officer or director of any of the parties hereto, save where the claim, demand, liability, cost or expense in connection therewith arises from the gross negligence, wilful default or fraud of such employee, officer or director of the respective party. 6.7 References to the Security Trustee in this Agreement shall, for the avoidance of doubt, not imply any obligation or responsibility on the Security Trustee to act or refrain from acting and the other parties hereto acknowledge that the Security Trustee has no obligation or responsibility herein.

NOMINATION OF DIRECTORS AFTER SERVICE OF A NOTE ACCELERATION NOTICE. 6.1 In the event that a Note Acceleration Notice is served on the Issuer, Holdings shall exercise its rights as the sole beneficial owner of all of the shares in the Issuer and the rights and powers vested in it under the Memorandum and Articles of Association of the Issuer, so as to procure that: (a) such new or additional directors of the Issuer as the Security Trustee may (but shall be under no obligation to) direct shall be duly appointed provided that such directors are resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax; and (b) such of the directors nominated pursuant to Clauses 4.1, 4.1 or 4.2 above (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice) as the Security Trustee may (but shall be under no obligation to) request, shall tender their resignation if so requested by the Security Trustee. 6.2 Any director nominated or appointed pursuant to Clause 6.1 above shall be appointed upon such terms (including reasonable remuneration) as may be agreed in writing between the appointees and the Security Trustee. 6.3 For so long as Holdings is the beneficial holder of the whole of the issued share capital of the Issuer, and in the event (but only in the event) that the provisions of Clause 6.1 above apply, Holdings undertakes and agrees to comply with all requests of the Security Trustee (which the Security Trustee shall not be obligated to make) as to: (a) the exercise of its rights as shareholder of the Issuer; and (b) all rights and powers vested in it under the Memorandum and Articles of Association of the Issuer, in relation to the appointment and/or removal from office by Holdings of any of the directors of the Issuer. 6.4 In the event that a Note Acceleration Notice is served on the Issuer, any appointment of a Director in office at such time validly made pursuant to Clauses 4.1, 4.1 or 4.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice) shall continue to be effective in accordance with the provisions of this Agreement unless and until such Director has resigned pursuant to Clause 6.1(b). 6.5 The obligations of the parties hereto under this Agreement are solely the corporate obligations of each of the parties. 6.6 No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement against any employee, officer or director of any of the parties hereto, save where the claim, demand, liability, cost or expense in connection therewith arises from the gross negligence, wilful default or fraud of such employee, officer or director of the respective party. 6.7 References to the Security Trustee in this Agreement shall, for the avoidance of doubt, not imply any obligation or responsibility on the Security Trustee to act or refrain from acting and the other parties hereto acknowledge that the Security Trustee has no obligation or responsibility herein.

NOMINATION OF DIRECTORS AFTER SERVICE OF A NOTE ACCELERATION NOTICE. 6.1 In the event that a Note Acceleration Notice is served on the Issuer, Holdings shall exercise its rights as the sole beneficial owner of all of the shares in the Issuer and the rights and powers vested in it under the Memorandum and Articles of Association of the Issuer, so as to procure that: (a) such new or additional directors of the Issuer as the Security Trustee may (but shall be under no obligation to) direct shall be duly appointed provided that such directors are resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax; and (b) such of the directors nominated pursuant to Clauses 4.1, 4.1 or 4.2 above (Appointment of Direc tors and Secretaries Prior to Service of a Note Acceleration Notice) as the Security Trustee may (but shall be under no obligation to) request, shall tender their resignation if so requested by the Security Trustee. 6.2 Any director nominated or appointed pursuant to Clause 6.1 above shall be appointed upon such terms (including reasonable remuneration) as may be agreed in writing between the appointees and a nd the Security Trustee. 6.3 For so long as Holdings is the beneficial holder of the whole of the issued share capital of the Issuer, and in the event (but only in the event) that the provisions of Clause 6.1 above apply, Holdings undertakes and agrees to comply with all requests of the Security Trustee (which the Security Trustee shall not be obligated to make) as to: (a) the exercise of its rights as shareholder of the Issuer; and (b) all rights and powers vested in it under the Memorandum and Articles of Association of the Issuer, in relation to the appointment and/or removal from office by Holdings of any of the directors of the Issuer. 6.4 In the event that a Note Acceleration Notice is served on the Issuer, any appointment of a Director in office at such time validly made pursuant to Clauses 4.1, 4.1 or 4.2 (Appointment of Directors and Secretaries Prior to Service of a Note Acceleration Notice) shall continue to be effective in accordance with the provisions of this Agreement unless and until such Director has resigned pursuant to Clause 6.1(b). 6.5 The obligations of the parties hereto under this Agreement are solely the corporate obligations of each of the parties. 6.6 No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement against any employee, officer or director of any of the parties hereto, save where the claim, demand, liability, cost or expense in connection therewith arises from the gross negligence, wilful default or fraud of such employee, officer or director of the respective party. 6.7 References to the Security Trustee in this Agreement shall, for the avoidance of doubt, not imply any obligation or responsibility on the Security Trustee to act or refrain from acting and the other parties hereto acknowledge that the Security Trustee has no obligation or responsibility herein.

NOMINATION OF DIRECTORS AFTER SERVICE OF A NOTE ACCELERATION NOTICE. 6.1 In the event that a Note Acceleration Notice is served on the Issuer, Holdings shall exercise its rights as the sole beneficial owner of all of the shares in the Issuer and the rights and powers vested in it under the Memorandum and Articles of Association of the Issuer, so as to procure that: (a) such new or additional directors of the Issuer as the Security Trustee may (but shall be under no obligation to) direct shall be duly appointed provided that such directors are resident in the United Kingdom (and not in any other jurisdiction) for the purposes of United Kingdom tax; and (b) such of the directors nominated pursuant to Clauses 4.1, or 4.2 above as the Security Trustee may (but shall be under no obligation to) request, shall tender their resignation if so requested by the Security Trustee. 6.2 Any director nominated or appointed pursuant to Clause 6.1 above shall be appointed upon such terms (including reasonable remuneration) as may be agreed in writing between the appointees and the Security Trustee. 6.3 For so long as Holdings is the beneficial holder of the whole of the issued share capital of the Issuer, and in the event (but only in the event) that the provisions of Clause 6.1 above apply, Holdings undertakes and agrees to comply with all requests of the Security Trustee (which the Security Trustee shall not be obligated to make) as to: (a) the exercise of its rights as shareholder of the Issuer; and (b) all rights and powers vested in it under the Memorandum and Articles of Association of the Issuer, in relation to the appointment and/or removal from office by Holdings of any of the directors of the Issuer. 6.4 In the event that a Note Acceleration Notice is served on the Issuer, any appointment of a Director in office at such time validly made pursuant to Clauses 4.1, or 4.2 shall continue to be effective in accordance with the provisions of this Agreement unless and until such Director has resigned pursuant to Clause 6.1(b). 6.5 The obligations of the parties hereto under this Agreement are solely the corporate obligations of each of the parties. 6.6 No recourse shall be had in respect of any obligation or claim arising out of or based upon this Agreement against any employee, officer or director of any of the parties hereto, save where the claim, demand, liability, cost or expense in connection therewith arises from the gross negligence, wilful default or fraud of such employee, officer or director of the respective party. 6.7 References to the Security Trustee in this Agreement shall, for the avoidance of doubt, not imply any obligation or responsibility on the Security Trustee to act or refrain from acting and the other parties hereto acknowledge that the Security Trustee has no obligation or responsibility herein.