Restrictions on enforcement. (a) If any of the Class A Notes remain outstanding and are due and payable otherwise than by reason of a default in payment of any amount due on the Class A Notes, the Note Trustee must not vote under the Security Trust Deed to, or otherwise direct the Security Trustee to, dispose of the Mortgaged Property unless either:
(i) a sufficient amount would be realised to discharge in full all amounts owing to the Class A Noteholders and any other amounts payable by the Trustee ranking in priority to or pari passu with the Class A Notes; or
(ii) the Note Trustee is of the opinion, reached after considering at any time and from time to time the advice of a merchant bank or other financial adviser selected by the Note Trustee, -------------------------------------------------------------------------------- Note Trust Xxxx Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- that the cash flow receivable by the Trustee (or the Security Trustee under the Security Trust Deed) will not (or that there is a significant risk that it will not) be sufficient, having regard to any other relevant actual, contingent or prospective liabilities of the Trustee, to discharge in full in due course all the amounts referred to in paragraph (i).
(b) Neither the Note Trustee nor the Security Trustee will be liable for any decline in the value, nor any loss realised upon any sale or other dispositions made under the Security Trust Deed, of any Mortgaged Property or any other property which is charged to the Security Trustee by any other person in respect of or relating to the obligations of the Trustee or any third party in respect of the Trustee or the Class A Notes or relating in any way to the Mortgaged Property. Without limitation, neither the Note Trustee nor the Security Trustee shall be liable for any such decline or loss directly or indirectly arising from its acting, or failing to act, as a consequence of an opinion reached by it in good faith based on advice received by it in accordance with paragraph (a).
Restrictions on enforcement. Unsecured Finance Parties
Restrictions on enforcement. Unsecured Finance Parties) will not apply in respect of the Unsecured Notes Liabilities of an Unsecured Issuer that is a member of the Group, the Unsecured Loan Liabilities of an Unsecured Borrower that is a member of the Group or the Unsecured Guarantee Liabilities, if:
Restrictions on enforcement. 4.1 Each of the Term Loan Creditors undertakes that prior to the ECF Discharge Date:
(a) irrespective of its legal rights, and subject to Clause 4.2, it will not take any steps to enforce or require the enforcement of any of its rights in respect of the Shared Security under or pursuant to the Term Loan Security Documents without having first either paid to the ECF Creditors the whole of the ECF Indebtedness or obtained the prior written consent of the ECF Creditors; and
(b) it will not contest nor attempt to contest the security constituted by, or any of the rights of the Collateral Agent, the Delegate Collateral Agent or any ECF Creditor to, the ECF Security Documents, PROVIDED THAT nothing in this Clause 4.1 shall prevent any Term Loan Creditor from:
(i) filing any action or proceedings necessary for preserving the validity, existence or priority of its rights, or to avoid the loss of or extinction of any of its rights;
(ii) from demanding payment of any of the Term Loan Indebtedness; or
(iii) supporting any proceedings arising from or relating to any enforcement action taken pursuant to the ECF Security Documents by the ECF Creditors with a view (in each case) to substantiating, preserving or protecting its interests as Term Loan Creditor, but in any such case such Term Loan Creditor shall give the earliest possible notice to the Collateral Agent of its intention to take such action and shall comply with all requirements of the Collateral Agent with respect to the preservation of the ECF Creditors’ rights in respect of the ECF Security Documents (which shall include the cessation of, or withdrawal by such Term Loan Creditor from, any proceedings in the event that the Collateral Agent so requires).
4.2 Each of the Term Loan Creditors undertakes to the ECF Creditors that it has not entered into, and will not at any time prior to the ECF Discharge Date enter into, any arrangement in respect of the Term Loan Security Documents, or any transactions related to or contemplated by the Term Loan Security Documents, as a result of which the ECF Security Documents or the security and other rights constituted and conferred on any ECF Creditor by the ECF Security Documents are, or may be, prejudiced.
4.3 Each of the Term Loan Creditors undertakes to the ECF Creditors that it will not at any time prior to the ECF Discharge Date give any notice to any third party inconsistent with the rights and powers of the ECF Creditors under or pursuant to the ECF Security Docume...
Restrictions on enforcement. High Yield Finance Parties
Restrictions on enforcement. Notwithstanding anything herein to the contrary, if (A) the enforcing Party’s intended position in any enforcement action with respect to an Adamas IP Infringement Claim or settlement thereof under Section 7.4(b) or 7.4(c), in either case, would be reasonably expected to have a material adverse effect on the non-enforcing Party’s interest in and rights to the Adamas Intellectual Property (including the licenses granted hereunder), or the Commercialization of the Products or in the case of [*], other products that [*] in the Field in the non-enforcing Party’s respective territory and (B) the non-enforcing Party notifies the enforcing Party of its objection to such enforcement position, the Parties shall meet and discuss the non-enforcing Party’s objection in good faith and use reasonable efforts to determine a mutually agreeable enforcement position, provided that if the Parties fail to agree and the non-enforcing Party maintains its objection, [*]. Notwithstanding the foregoing sentence, this Section 7.4(d) shall [*].
Restrictions on enforcement. Senior Lenders, Operating Facility Lenders, Senior Notes Creditors and Permitted Senior Financing Creditors
(a) No Senior Lender, Operating Facility Lender, Senior Notes Creditor or Permitted Senior Financing Creditor may take any Enforcement Action under paragraph (c) of the definition thereof without the prior written consent of an Instructing Group.
(b) If an Instructing Group provides consent to any Senior Lender, Operating Facility Lender, Senior Notes Creditor, Permitted Senior Financing Creditor or Hedge Counterparty to take any Enforcement Action, such consent shall apply equally to all Senior Lenders, Operating Facility Lenders, Senior Notes Creditors, Permitted Senior Financing Creditors and Hedge Counterparties to take the same Enforcement Action (in each case to the extent permitted by the terms of the relevant Debt Documents) and notice of any such consent shall be provided to all the Agents, the Security Agent and each Hedge Counterparty as soon as reasonably practicable.
(c) Notwithstanding paragraph (a) above or anything to the contrary in this Agreement, after the occurrence of an Insolvency Event in relation to the Parent or a Debtor (the "Insolvent Party"), each Senior Lender, Operating Facility Lender, Senior Notes Creditor and/or Permitted Senior Financing Creditor may, to the extent it is permitted to do so by the terms of the relevant Debt Documents, take Enforcement Action under paragraph (e) of that definition against the Insolvent Party and/or claim in any winding-up, dissolution, administration, reorganisation or other similar insolvency event or process in relation to the Insolvent Party for Liabilities owing to it (provided that no Senior Secured Creditor or Operating Facility Lender may give any directions to the Security Agent pursuant to or in reliance on this paragraph (c) in relation to any enforcement of any Transaction Security).
Restrictions on enforcement. Investors
(a) in the case of any Enforcement Action in respect of any Senior Parent Debt Proceeds Loan, such Enforcement Action is being taken by a Senior Parent Finance Party (or any agent, trustee or other representative on its behalf) and such Enforcement Action would be permitted to be taken by such person if such Enforcement Action were instead in respect of Senior Parent Liabilities and taken pursuant to Clause 6.8 (Restrictions on enforcement by Senior Parent Creditors) and Clause 6.9 (Permitted Senior Parent enforcement); or
(b) unless otherwise agreed by an Instructing Group, the Investors shall not be entitled to take any Enforcement Action in respect of any Investor Liabilities at any time prior to the Final Discharge Date.
Restrictions on enforcement. No Hedge Counterparty shall take any Enforcement Actions in relation to a Hedging Agreement unless an Event of Default has occurred and is continuing and the Agent has served a notice in accordance with Clause 25.16 (Acceleration). Paragraph (a) does not apply to the exercise of any right to terminate or close out any hedging transaction under the Hedging Agreements before its stated maturity if: the relevant Borrower has not paid when due or within any applicable grace period an amount of any hedging liability; or an Event of Default pursuant to Clause 25.7 (Insolvency proceedings) has occurred and has not been remedied or waived within thirty (30) days of commencement.
Restrictions on enforcement. Unsecured Creditors) apply pursuant to paragraph (a) of Clause 9.12 (
