Common use of Permitted Enforcement: Ancillary Lenders and Issuing Banks Clause in Contracts

Permitted Enforcement: Ancillary Lenders and Issuing Banks. (a) The Ancillary Lenders and Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents, the Senior Lender Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or (C) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Liabilities or the Permitted Senior Financing Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities or, as the case may be, those Permitted Senior Financing Liabilities; (ii) that action is contemplated by, and can be taken by the Ancillary Lenders or Issuing Bank, as the case may be, under, the Senior Facilities Agreement, any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Facility Document or Clause 3.4 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA Cash Cover which has been provided in accordance with the Senior Facilities Agreement or, as the case may be, the relevant Permitted Senior Financing Agreement; (iv) at the same time as or prior to, that action, the consent of the Majority Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security Provider, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider to: (A) accelerate any of that member of the Group's or Third Party Security Provider's Senior Lender Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be) or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider in respect of any Senior Lender Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be); (C) exercise any right of set-off or take or receive any Payment in respect of any Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Liabilities of that member of the Group or Third Party Security Provider; or (D) claim and prove in the liquidation of that member of the Group or Third Party Security Provider for the Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Liabilities owing to it. (b) Clause 3.6 (

Permitted Enforcement: Ancillary Lenders and Issuing Banks. (a) The Ancillary Lenders and Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in of the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents, the Senior Lender Revolving Creditor Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or (C) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Liabilities or the Permitted Senior Financing Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities or, as the case may be, those Permitted Senior Financing Revolving Creditor Liabilities; (ii) that action is contemplated by, and can be taken by the Ancillary Lenders or Issuing Bank, as the case may be, under, the Senior Facilities Agreement, any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Revolving Facility Document Agreement or Clause 3.4 3.3 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA RCF Cash Cover which has been provided in accordance with the Senior Facilities Agreement or, as the case may be, the relevant Permitted Senior Financing any Revolving Facility Agreement; (iv) at the same time as or prior to, that action, the consent of the Majority Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security ProviderGroup, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider to: (A) accelerate any of that member of the Group's or Third Party Security Provider's Senior Lender Liabilities, Permitted Senior Financing ’s Revolving Creditor Liabilities or Operating Facility Liabilities (as the case may be) owing to it or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider in respect of any Senior Lender Liabilities, Permitted Senior Financing Revolving Creditor Liabilities or Operating Facility Liabilities (as the case may be)for its benefit; (C) exercise any right of set-set off or take or receive any Payment in respect of any Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Revolving Creditor Liabilities of that member of the Group or Third Party Security Providerowing to it; or (D) claim and prove in the liquidation of that member of the Group or Third Party Security Provider for the Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Revolving Creditor Liabilities owing to it. (b) Clause 3.6 3.4 (

Permitted Enforcement: Ancillary Lenders and Issuing Banks. (a) The Ancillary Lenders and Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents, the Senior Lender Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or; (CB) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Liabilities or the Permitted Senior Financing Liabilities or the Priority Facility Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities or, or those Permitted Senior Financing Liabilities or those Priority Facility Liabilities (as the case may be); or (C) in the case of any Ancillary Lender or Issuing Bank under the Priority Facility Finance Documents, the Priority Facility Liabilities in relation to those Permitted Senior Financing Priority Facility Finance Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Priority Facility Liabilities; (ii) that action is contemplated by, and can be taken by the Ancillary Lenders or Issuing Bank, Bank as the case may be, under, the Senior Facilities Agreement, be under any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Facility Document Document, any relevant Priority Facility Agreement or Clause 3.4 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA Cash Cover which has been provided in accordance with the relevant Permitted Senior Facilities Financing Agreement or, or the relevant Priority Facility Agreement (as the case may be, the relevant Permitted Senior Financing Agreement); (iv) at the same time as or prior to, that action, the consent of the Majority Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) or the Majority Priority Facility Lenders (in the case of any Ancillary Lender or Issuing Bank under a Priority Facility Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security ProviderGroup, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider to: (A) accelerate any of that member of the Group's or Third Party Security Provider's ’s Senior Lender Liabilities, Permitted Senior Financing Liabilities, Priority Facility Liabilities or Operating Facility Liabilities (as the case may be) or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider in respect of any Senior Lender Liabilities, Permitted Senior Financing Liabilities, Priority Facility Liabilities or Operating Facility Liabilities (as the case may be); (C) exercise any right of set-set off or take or receive any Payment in respect of any Senior Lender Liabilities or, or Permitted Senior Financing Liabilities or Priority Facility Liabilities (as the case may be, Permitted Senior Financing Liabilities ) of that member of the Group or Third Party Security ProviderGroup; or (D) claim and prove in the liquidation of that member of the Group or Third Party Security Provider for the Senior Lender Liabilities or, or Permitted Senior Financing Liabilities or Priority Facility Liabilities (as the case may be, Permitted Senior Financing Liabilities ) owing to it. (b) Clause 3.6 (

Permitted Enforcement: Ancillary Lenders and Issuing Banks. (a) The Ancillary Lenders and Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in of the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents, the Senior Lender Revolving Creditor Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or (C) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Liabilities or the Permitted Senior Financing Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities or, as the case may be, those Permitted Senior Financing Revolving Creditor Liabilities; (ii) that action is contemplated by, and can be taken by the Ancillary Lenders or Issuing Bank, as the case may be, under, the Senior Facilities Agreement, any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Revolving Facility Document Agreement or Clause 3.4 3.3 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA RCF Cash Cover which has been provided in accordance with the Senior Facilities Agreement or, as the case may be, the relevant Permitted Senior Financing any Revolving Facility Agreement; (iv) at the same time as or prior to, that action, the consent of the Majority Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security ProviderGroup, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider to: (A) accelerate any of that member of the Group's or Third Party Security Provider's Senior Lender Liabilities, Permitted Senior Financing ’s Revolving Creditor Liabilities or Operating Facility Liabilities (as the case may be) owing to it or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider in respect of any Senior Lender Liabilities, Permitted Senior Financing Revolving Creditor Liabilities or Operating Facility Liabilities (as the case may be)for its benefit; (C) exercise any right of set-set off or take or receive any Payment in respect of any Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Revolving Creditor Liabilities of that member of the Group or Third Party Security Providerowing to it; or (D) claim and prove in the liquidation of that member of the Group or Third Party Security Provider for the Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Revolving Creditor Liabilities owing to it. (b) Clause 3.6 (3.4

Permitted Enforcement: Ancillary Lenders and Issuing Banks. (a) The Ancillary Lenders and Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents, the Senior Lender Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or (C) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Liabilities or the Permitted Senior Financing Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities or, as the case may be, those Permitted Senior Financing Liabilities; (ii) that action is contemplated by, and can be taken by the Ancillary Lenders or Issuing Bank, as the case may be, under, the Senior Facilities Agreement, any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Facility Document or Clause 3.4 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA Cash Cover which has been provided in accordance with the Senior Facilities Agreement or, as the case may be, the relevant Permitted Senior Financing Agreement; (iv) at the same time as or prior to, that action, the consent of the Majority Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security ProviderGroup, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider to: (A) accelerate any of that member of the Group's or Third Party Security Provider's ’s Senior Lender Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be) or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider in respect of any Senior Lender Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be); (C) exercise any right of set-off or take or receive any Payment in respect of any Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Liabilities of that member of the Group or Third Party Security ProviderGroup; or (D) claim and prove in the liquidation of that member of the Group or Third Party Security Provider for the Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Liabilities owing to it. (b) Clause 3.6 (

Permitted Enforcement: Ancillary Lenders and Issuing Banks. (a) The Ancillary Lenders and Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents, the Senior Lender Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or (C) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Liabilities or the Permitted Senior Financing Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities or, as the case may be, those Permitted Senior Financing Liabilities; (ii) that action is contemplated by, and can be taken by the Ancillary Lenders or and Issuing Bank, as the case may be, Banks under, the Senior Facilities Agreement, any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Facility Document Agreement or Clause 3.4 3.6 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA Cash Cover which has been provided in accordance with the Senior Facilities Agreement or, as the case may be, the relevant Permitted Senior Financing Agreement; (iv) at the same time as as, or prior to, that action, the consent of the Majority Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security ProviderGroup, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider to: (A) accelerate any of that member of the Group's or Third Party Security Provider's ’s Senior Lender Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be) or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider in respect of any Senior Lender Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be); (C) exercise any right of set-off or take or receive any Payment in respect of any Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Liabilities of that member of the Group or Third Party Security ProviderGroup; or (D) claim and prove in the liquidation of that member of the Group or Third Party Security Provider for the Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Liabilities owing to it. (b) Clause 3.6 3.8 (

Permitted Enforcement: Ancillary Lenders and Issuing Banks. ‌ (a) The Ancillary Lenders and Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents, the Senior Lender Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or (C) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Liabilities or the Permitted Senior Financing Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities or, as the case may be, those Permitted Senior Financing Liabilities; (ii) that action is contemplated by, and can be taken expressly permitted by the Ancillary Lenders or Issuing Bank, as the case may be, under, the Senior Facilities Agreement, any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Facility Document Agreement or Clause 3.4 3.5 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA Cash Cover which has been provided in accordance with the Senior Facilities Agreement or, as the case may be, the relevant Permitted Senior Financing Agreement; (iv) at the same time as or prior to, that action, the consent of the Majority Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security ProviderDebtor (which is continuing), in which case after the occurrence of that Insolvency EventEvent (which is continuing), each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider Debtor to: (A) accelerate any of that member of the Group's or Third Party Security Provider's Senior Lender Liabilities, Permitted Senior Financing Xxxxxx’s Super Priority Liabilities or Operating Facility Liabilities (as the case may be) or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider Debtor in respect of any Senior Lender Super Priority Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be); (C) exercise any right of set-off or take or receive any Payment in respect of any Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Super Priority Liabilities of that member of the Group or Third Party Security ProviderDebtor; or (D) claim and prove in the liquidation of that member of the Group or Third Party Security Provider Debtor for the Senior Lender Liabilities or, as the case may be, Permitted Senior Financing Super Priority Liabilities owing to it. (b) Clause 3.6 (Restriction on Enforcement: Super Priority Creditors) shall not restrict any right of an Ancillary Lender: (i) to demand repayment or prepayment of any of the Liabilities owed to it prior to the expiry date of the relevant Ancillary Facility; or (ii) to net or set off in relation to a Multi-account Overdraft, in accordance with the terms of the Senior Facilities Agreement and to the extent that the demand is required to reduce, or the netting or set-off represents a reduction from, the Permitted Gross Outstandings of that Multi-account Overdraft to or towards an amount equal to its Designated Net Amount.

Permitted Enforcement: Ancillary Lenders and Issuing Banks. (a) The Ancillary Lenders and Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Revolving Finance Documents, the Senior Lender Revolving Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Lender Revolving Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or (C) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Revolving Liabilities or the Permitted Senior Financing Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Revolving Liabilities or, as the case may be, those Permitted Senior Financing Liabilities; (ii) that action is contemplated by, and can be taken by the Ancillary Lenders or Issuing Bank, Bank as the case may be, be under, the Senior Revolving Facilities Agreement, any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Facility Document or Clause 3.4 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA Revolving Cash Cover which has been provided in accordance with the Senior Revolving Facilities Agreement or, as the case may be, the relevant Permitted Senior Financing Agreement; (iv) at the same time as or prior to, that action, the consent of the Majority Senior Revolving Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Revolving Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security ProviderGroup, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider to: (A) accelerate any of that member of the Group's or Third Party Security Provider's Senior Lender ’s Revolving Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be) or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider in respect of any Senior Lender Revolving Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be); (C) exercise any right of set-off or take or receive any Payment in respect of any Senior Lender Revolving Liabilities or, as the case may be, Permitted Senior Financing Liabilities of that member of the Group or Third Party Security ProviderGroup; or (D) claim and prove in the liquidation of that member of the Group or Third Party Security Provider for the Senior Lender Revolving Liabilities or, as the case may be, Permitted Senior Financing Liabilities owing to it. (b) Clause 3.6 (

Permitted Enforcement: Ancillary Lenders and Issuing Banks. ‌ (a) The Ancillary Lenders and the Issuing Banks may take Enforcement Action if: (i) at the same time as, or prior to, that action, Enforcement Action has been taken in respect of: (A) in of the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents, the Senior relevant Credit Facility Lender Liabilities (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Senior Credit Facility Lender Liabilities; (B) in the case of any Ancillary Lender or Issuing Bank under the Permitted Senior Financing Documents, the Permitted Senior Financing Liabilities in relation to those Permitted Senior Financing Documents (excluding the Liabilities owing to Ancillary Lenders and the Issuing Banks), in which case the Ancillary Lenders and the Issuing Banks may take the same Enforcement Action as has been taken in respect of those Permitted Senior Financing Liabilities; or (C) in the case of any Ancillary Lender under an Operating Facility Document, the Senior Lender Liabilities or the Permitted Senior Financing Liabilities, in which case the Ancillary Lenders may take the same Enforcement Action as has been taken in respect of those Senior Lender Liabilities or, as the case may be, those Permitted Senior Financing Liabilities; (ii) that action is contemplated by, and can be taken by the Ancillary Lenders or Issuing Bank, as the case may be, under, the Initial Senior Facilities Agreement (or any applicable other Credit Facility Agreement, any relevant Permitted Senior Financing A44420063 Agreement, any relevant Operating Facility Document ) or Clause 3.4 (Security: Ancillary Lenders and Issuing Banks) (as applicable); (iii) that Enforcement Action is taken in respect of SFA Credit Facility Cash Cover which has been provided in accordance with the Senior Facilities Agreement or, as the case may be, the relevant Permitted Senior Financing AgreementCredit Facility Documents; (iv) at the same time as or prior to, that action, the consent of the relevant Credit Facility Majority Lenders and the Majority Senior Lenders (in the case of any Ancillary Lender or Issuing Bank under the Senior Facilities Finance Documents or in respect of an Operating Facility) or the Majority Permitted Senior Financing Secured Creditors (in the case of any Ancillary Lender or Issuing Bank under a Permitted Senior Financing Agreement or in respect of an Operating Facility) to that Enforcement Action is obtained; or (v) an Insolvency Event has occurred in relation to any member of the Group or Third Party Security ProviderGroup, in which case after the occurrence of that Insolvency Event, each Ancillary Lender and each Issuing Bank shall be entitled (if it has not already done so) to exercise any right it may otherwise have in respect of that member of the Group or Third Party Security Provider to: (A) accelerate any of that member of the Group's or Third Party Security Provider's Senior ’s Credit Facility Lender Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be) or declare them prematurely due and payable on demand; (B) make a demand under any guarantee, indemnity or other assurance against loss given by that member of the Group or Third Party Security Provider in respect of any Senior Credit Facility Lender Liabilities, Permitted Senior Financing Liabilities or Operating Facility Liabilities (as the case may be); (C) exercise any right of set-off or take or receive any Payment in respect of any Senior Credit Facility Lender Liabilities or, as the case may be, Permitted Senior Financing Liabilities of that member of the Group or Third Party Security ProviderGroup; or (D) claim and prove in the liquidation any insolvency process of that member of the Group or Third Party Security Provider for the Senior Credit Facility Lender Liabilities or, as the case may be, Permitted Senior Financing Liabilities owing to it. (b) Clause 3.6 3.5 (