Permitted Enforcement Action. The restrictions in Clause 6.4 (Restriction on Enforcement Action) will not apply to the High Yield Notes Funding Lenders taking Enforcement Action against Xxxxxxx SAS in respect of payments which are due but unpaid under the High Yield Notes Funding Loans if:
(i) an Insolvency Event has occurred in relation to Xxxxxxx SAS (otherwise than as a result of action taken by the High Yield Notes Funding Lenders in contravention hereof) and for so long as it is continuing; or
(ii) a default has occurred under the High Yield Notes, and:
(A) the High Yield Notes Funding Lenders or the High Yield Notes Trustee have notified the Facility Agent in writing of such default; and
(B) a period of not less than 179 days has passed from the date of receipt by the Facility Agent of that notice of default (a Standstill Period); and
(C) at the end of the Standstill Period the relevant default is continuing and has not been waived.
Permitted Enforcement Action. The restriction in clause 5.4 (Restrictions on Enforcement Action) will not apply to the Mezzanine Finance Parties if:-
(a) an Insolvency Event has occurred in respect of:
(i) the Parent; or
(ii) any of the Principal Companies and the Mezzanine Facility Agent has obtained a valuation and made the determination in each case as contemplated by and in accordance with clause 5.5(d)(iii), and in each case for so long as it is continuing;
(b) the Senior Lenders or the Facility Agent demand payment of or prematurely declare payable all or part of the Senior Debt owed to them, except that in these circumstances the Mezzanine Finance Parties may only exercise the rights set out in paragraph (a)(i) of the definition of Enforcement Action in clause 1.1 (Definitions);
(c) the Majority Senior Creditors have enforced or instructed the Security Agent to enforce the security conferred by any Security Document; or
(d) a Mezzanine Default (the "Relevant Mezzanine Default") has occurred (otherwise than under clause 10.1(h) (Default) of the Mezzanine Credit Agreement by reason of a Senior Default) and:-
(i) the Facility Agent has received a corresponding Default Notice from the Mezzanine Facility Agent;
(ii) a period of not less than:
(A) 60 days in the case of a Mezzanine Payment Default;
(B) 90 days in the case of any Mezzanine Default under clause 10.1(b) of the Mezzanine Credit Agreement occurring by reason of a breach of the financial covenants contained in clauses 13.1(f) to (j) of the Mezzanine Credit Agreement unless the continuing payment of interest under clause 3 of the Mezzanine Credit Agreement has been approved by the Senior Lenders by notice in writing from the Facility Agent to the Mezzanine Facility Agent;
(C) 90 days in the case of any Major Mezzanine Default; or
(D) 120 days in the case of any Other Mezzanine Default, has passed from the date of receipt by the Facility Agent of the relevant Default Notice (a "Standstill Period");
(iii) the Mezzanine Facility Agent:
(A) has obtained from an independent investment bank and/or firm of accountants, in each case of international standing, a valuation of the Guarantor's Group;
(B) provided a copy of that valuation to the Facility Agent; and
(C) on the basis of that valuation determines (acting reasonably) having consulted with the Facility Agent (also acting reasonably) that the value of the Guarantor's Group if sold or otherwise disposed of at that time at the value shown in the valuation would be sufficient to ...
Permitted Enforcement Action. The restriction in clause 6.4 (Restrictions on Enforcement Action) will not apply to the Subordinated Lenders if:
(a) no Default is continuing which has not been waived or remedied; and
(b) the Parent has failed to pay interest in respect of the Subordinated Debt in accordance with clause 6 of the Vendor Loan Agreement, except that in these circumstances the Subordinated Lenders may only:
(i) demand, claim and commence legal proceedings against the Parent in respect of the amount of such interest; and
(ii) file claims and proofs upon the occurrence of an Insolvency Event in relation to the Parent;
Permitted Enforcement Action. The restriction in Clause 3.4 (Restriction on Enforcement Action) will not apply to the Intra-Group Creditor if:-
(a) an Insolvency Event has occurred in relation to the Intra-Group Debtor (otherwise than as a result of action taken by the Intra-Group Creditor) for so long as it is continuing; or
(b) a default has occurred under the Notes (otherwise than under a cross default clause which is triggered as a result of a Default); and
(i) the Intra-Group Creditor has notified the Facility Agent in writing of such default;
(ii) a period of not less than 120 days has passed from the date of receipt by the Facility Agent of that notice of default (a “Standstill Period”); and
(iii) at the end of the Standstill Period the relevant default is continuing and has not been waived.
Permitted Enforcement Action. Fundamental Event of Default
Permitted Enforcement Action. Senior Event of Default) will not apply to the Senior Finance Parties if:
Permitted Enforcement Action. RPM Liabilities) and 11.2 (Exercise of rights), until after the Senior Discharge Date:
Permitted Enforcement Action. Senior Event of Default):
Permitted Enforcement Action. Fundamental Event of Default), it shall take instruction from the Instructing Creditor as contemplated by paragraph (a) above without any restriction contemplated by clause 3.3 (Restrictions on Enforcement Action: Senior Liabilities), clause 3.4 (Permitted Enforcement Action: Senior Event of Default) or paragraph (b) above.
Permitted Enforcement Action. Senior Event of Default) and shall provide the Parent and RPM with a copy of that formal request if so requested by either such Party. Failure by the Senior Agent to give such notice to either Party shall not affect the efficacy of any subsequent instruction given by the Senior Lenders.
