Common use of Restrictions on enforcement Clause in Contracts

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 Documents. In particular, but without limitation, any notice of the assignment by the Debtor of any assets subject to the Term Loan Security Documents shall be expressed as being subject to the provisions of this Deed.

Restrictions on enforcement. 4.1 Each of the Term Loan Creditors undertakes that prior to the ECF Discharge DateUntil: (a) irrespective of its legal rightsthe Senior Discharge Date, and subject to Clause 4.2Clauses 11 (Subordination on Insolvency etc.) and, it will not take any steps to enforce or require in the enforcement of any of its rights in respect case of the Shared Security under Junior Creditors only, 14 (Permitted Junior Enforcement), or pursuant to unless the Term Loan Security Documents without having first either paid to the ECF Majority Senior Creditors the whole of the ECF Indebtedness or obtained the prior written consent of the ECF Creditorshave previously consented in writing; andor (b) it will not contest nor attempt if the Senior Discharge Date has then occurred, the Junior Discharge Date, subject to contest the security constituted byClause 11 (Subordination on Insolvency etc.), or any unless the Majority Junior Creditors have previously consented in writing, none of the rights Junior Creditors (in the case of paragraph (a) only) or 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 fromSubordinated Investors will: (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 accelerate any of its rightsthe Junior Debt or the Subordinated Investor Debt or otherwise declare any of the Junior Debt or the Subordinated Investor Debt prematurely due or payable on an Event of Default (however described) unless, in the case of the Junior Creditors only, the Senior Agent has declared the Senior Debt prematurely due and payable; (ii) from demanding payment enforce the Junior Debt or the Subordinated Investor Debt by attachment, set-off, execution or otherwise; (iii) have any right to crystallise, or require the Security Trustee to crystallise, any floating charge in the Security Documents (and for the avoidance of doubt none of the Subordinated Investors will at any time have such right); (iv) have any right to enforce, or require the Security Trustee to enforce, any security conferred by the Security Documents by sale, possession, appointment of a receiver or otherwise (and for the avoidance of doubt none of the Subordinated Investors will at any time have such right); (v) petition for (or vote in favour of any resolution for) or initiate or support or take any steps with a view to any winding up, bankruptcy, insolvency, liquidation, reorganisation, moratorium, administration, dissolution or any analogous proceedings (save for the purposes of, and followed by, any amalgamation, merger or reconstruction while solvent and on terms previously approved in writing by the Majority Senior Creditors) or any voluntary arrangement or assignment for the benefit of the Term Loan Indebtednesscreditors or any similar proceedings involving an Obligor (or any of its Subsidiaries), whether by petition, convening a meeting, voting for a resolution or otherwise; or (iiivi) supporting (except as permitted by Clause 7.3) bring or support any other legal proceedings arising from against any Obligor (or relating any of its Subsidiaries) except that nothing in this sub-clause (vi) will restrict the bringing of proceedings by the Junior Creditors (or by the Subordinated Investors) solely for injunctive relief (or analogous proceedings in jurisdictions outside England and Wales) to restrain any enforcement action taken pursuant actual or putative breach of the Junior Finance Documents (or the Subordinated Investor Debt Documents as the case may be) or for specific performance not claiming damages, in either case 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 extent 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 Documents. In particular, but without limitation, any notice of the assignment by the Debtor of any assets subject to the Term Loan Security Documents shall be expressed as being subject to the provisions other provision of this DeedAgreement.

Restrictions on enforcement. 4.1 Each None of the Term Loan Creditors undertakes that Hedge Counterparties will, prior to the ECF Bank Group 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 Date in respect of Liabilities incurred under the Shared Security under or pursuant Senior Facilities Agreement without the prior written consent of a Bank Group Instructing Group, and none of the Subordinated Creditors will, prior to the Term Loan Security Documents Senior Discharge Date 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; andMajority Senior Creditors and the Representative (where applicable), and in each case subject to Clause 6.2 (Permitted Enforcement): (a) accelerate any of the Subordinated Liabilities or otherwise declare any of the Subordinated Liabilities due and payable prior to their stated maturity whether on an event of default or otherwise (but without prejudice to the ability of the Intergroup Creditor to demand repayment of the Intergroup Liabilities to give effect to a Permitted Payment); (b) it will not contest nor attempt enforce any of the Hedging Liabilities or High Yield Guarantee Liabilities (in this Clause, the “relevant Liabilities”) by execution or otherwise or xxx for or institute legal proceedings to contest recover all or any part of the security constituted byrelevant Liabilities; (c) exercise any right to crystallise, or require the Security Trustees to crystallise, any floating charge created pursuant to the Security Documents; (d) exercise any right to enforce, or require the Security Trustees to enforce, any Encumbrance created pursuant to the Security Documents by sale, possession, appointment of a receiver or otherwise, 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 Documents. In particular, but without limitation, provisions of any notice High Yield Guarantee in relation to all or any part of the assignment by the Debtor High Yield Debt; (e) petition for (or vote in favour of any assets resolution for) or initiate or support or take any steps with a view to any insolvency, liquidation, reorganisation, administration or dissolution proceedings or any voluntary arrangement or assignment for the benefit of creditors or any similar proceedings involving an Obligor; or (f) exercise the remedy of foreclosure in respect of any asset the subject of an Encumbrance created pursuant to the Term Loan any Security Documents shall be expressed as being subject to the provisions of this DeedDocument.