Common use of Rights and Obligations of the Lenders Clause in Contracts

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, Guaranteed Party or any Lender shall have received any payment on account of any Guaranteed Obligation (other than as permitted by Sections (a) and (b) of this subsection 3.2) at a time when such payment is prohibited by this subsection 3.2, then and in such event such payment or distribution shall be received and held in trust for the holders of the Guarantor Senior Debt of the relevant Guarantor and shall be paid over or delivered to the holders of the Guarantor Senior Debt of the relevant Guarantor remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalents all Guarantor Senior Debt of the relevant Guarantor in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 3 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans pursuant to Section 7 of the Credit Agreement or to pursue any rights or remedies hereunder or otherwise. Upon any payment or distribution of assets or securities referred to in this Section 3, the Lenders and Guaranteed Party (notwithstanding any other provision of this Guaranty or the Credit Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders or Guaranteed Party for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior Debt, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3. Guaranteed Party shall not at any time be charged with the knowledge of the existence of any facts that would prohibit the making of any payment to or by Guaranteed Party under this Section 3, unless and until Guaranteed Party shall have received written notice thereof from a Guarantor or one or more holders of the Guarantor Senior Debt of a Guarantor or a representative of any holders of such Guarantor Senior Debt; and, prior to the receipt of any such written notice, Guaranteed Party shall be entitled to assume conclusively that no such facts exist. Guaranteed Party shall be entitled to rely on the delivery to it of written notice by a Person representing itself to be a holder of Guarantor Senior Debt (or a representative thereof) to establish that such notice has been given. The Guarantors shall give written notice to Guaranteed Party and each of the Lenders of any default or event of default under any Guarantor Senior Debt or under any agreement pursuant to which Guarantor Senior Debt may have been issued, and, in the event of any such event of default, shall provide to Guaranteed Party the names and address of the trustees or other representatives of holders of such Guarantor Senior Debt. With respect to the holders and owners of Guarantor Senior Debt, Guaranteed Party and each Lender undertakes to perform only such obligations on the part of Guaranteed Party or such Lenders, as the case may be, as are specifically set forth in this Section 3, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt shall be read into this Agreement against Guaranteed Party or the Lenders. Guaranteed Party and the Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt or to any agent under the Senior Secured Credit Agreement or any other representative of the holders of Guarantor Senior Debt. Guaranteed Party in its individual or any other capacity may hold Indebtedness of a Guarantor (including Guarantor Senior Debt) with the same rights it would have if it were not Guaranteed Party.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, Guaranteed Party or any Lender shall have received any payment on account of any Guaranteed Obligation (other than as permitted 1.- The rights and obligations corresponding to each LENDER by Sections (a) and (b) virtue of this subsection 3.2) at a time when such payment is prohibited by this subsection 3.2, then and in such event such payment or distribution Agreement shall be received joint. Rights may be exercised by each holder with full autonomy and held in trust for the holders independence of the Guarantor Senior Debt rights to be exercised by another LENDER, unless otherwise expressly arranged in this Agreement. 2.- Any of the relevant Guarantor and shall be paid over or delivered to the holders of the Guarantor Senior Debt of the relevant Guarantor remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalents all Guarantor Senior Debt of the relevant Guarantor LENDERS, in accordance with their the terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 3 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans pursuant to Section 7 of the Credit Agreement or to pursue any rights or remedies hereunder or otherwise. Upon any payment or distribution of assets or securities referred to in this Section 3, the Lenders and Guaranteed Party (notwithstanding any other provision of this Guaranty or the Credit Agreement) , shall be entitled to rely upon perform extrajudicial acts addressed at the conservation and defence of its own rights and those of the other LENDERS. Each LENDER shall be entitled to exercise its own rights judicially in the terms of Clause TWENTY-ONE. 3.- In the event that any order or decree LENDER should fail to perform its obligations in the terms of a court of competent jurisdiction this Agreement, this circumstance shall not affect the other LENDERS which shall only be obliged individually, without prejudice to actions to which the BORROWER is entitled against the infringing entity. 4.- In those contractual events in which such dissolutionit may become necessary, winding upit shall be understood that a MAJORITY of LENDERS is formed by the group of those whose undertakings or, liquidation or reorganization proceedings are pendingat the end of the Drawdown Period, disbursed capitals pending repayment, represent more than fifty percent (50%) of the Loan Principal at any time. [Stamp with the mention: `WITH MY MEDIATION In the terms shown in the certificate of mediation.'] [Handwritten signature] [18/186] SEVEN.- EVIDENCE AND CALCULATIONS 1.- For the purpose of this agreement, the AGENT shall open and keep a special account in the name of the BORROWER in its books. In that account, the AGENT shall debit the amount of successive Loan drawdowns, as well as interests, commissions, expenses, delay interests, additional costs and all other amounts accrued, in accordance with this Agreement, and upon a certificate which are payable by the BORROWER. Similarly, all amounts received by the AGENT from the BORROWER shall deposited therein for distribution among the LENDERS, so that the balance of this account represents the Live Debt at all times. 2.- In addition to the unified account described in the preceding point, each of the receiverLENDERS shall open and keep a special Loan account in the name of the BORROWER in its books, trustee in bankruptcywhich it shall debit the amounts deposited therein through the AGENT, liquidating trusteeplus interests, agent or commissions, expenses and delay interests, additional costs and any other Person making amounts payable by the BORROWER to that LENDER in respect of any such payment or distributionof the items shown in this Agreement, delivered and into which it shall pay all amounts received by the LENDER from the BORROWER through the AGENT. 3.- In the event of assignment pursuant to the Lenders provisions of Clause TWENTY-THREE, the Assignor shall totally or Guaranteed Party partially cancel those accounts, and the assignee shall pay the pertinent amounts. 4.- It is expressly agreed that, for the purpose of ascertaining the Persons entitled to participate accountability in such distributionjudicial proceedings that may be brought in events of normal or early maturity of this Agreement, in accordance with its terms, the holders balance shown when the AGENT or the corresponding LENDER closes the accounts mentioned in the preceding points shall be considered a liquid and accountable balance, barring error to the contrary. To accredit the liquid amount of Guarantor Senior Debtthe balance accountable, it shall suffice for the amount thereof AGENT or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or LENDER to attach a certificate authorised by a Notary Public to this Section 3. Guaranteed Party shall not at any time be charged document, accrediting the balance or debt claimed, that this balance coincides with that shown in the aforementioned accounts opened for the BORROWER by the AGENT or by the LENDER in question, and that settlement was made in the manner agreed by the parties in this Clause, in accordance with the knowledge provisions of article 1.435 of the existence Civil Procedure Act. Accordingly, to exercise executive action against the BORROWER, including events of any facts that would prohibit the making termination of any payment to this Agreement or by Guaranteed Party under this Section 3, unless and until Guaranteed Party shall have received written notice thereof from a Guarantor or one or more holders loss of the Guarantor Senior Debt grace period by the BORROWER, it shall suffice to present: (i) any one of a Guarantor or a representative the signed and mediated copies of any holders of such Guarantor Senior Debtthis Agreement; (ii) the certificate accrediting that the Agreement coincides with what is shown in the Notary's Protocol; and, prior to (iii) the receipt of any such written notice, Guaranteed Party shall be entitled to assume conclusively irrefutable or mediated document that no such facts exist. Guaranteed Party shall be entitled to rely on incorporates the delivery to it of written notice balance certificate issued by a Person representing itself to be a holder of Guarantor Senior Debt (or a representative thereof) to establish that such notice has been given. The Guarantors shall give written notice to Guaranteed Party the LENDERS and each of which fulfils the Lenders of any default or event of default under any Guarantor Senior Debt or under any agreement pursuant to which Guarantor Senior Debt may have been issued, and, in the event of any such event of default, shall provide to Guaranteed Party the names and address of the trustees or other representatives of holders of such Guarantor Senior Debt. With respect to the holders and owners of Guarantor Senior Debt, Guaranteed Party and each Lender undertakes to perform only such obligations on the part of Guaranteed Party or such Lenders, as the case may be, as are specifically set forth in this Section 3, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt shall be read into this Agreement against Guaranteed Party or the Lenders. Guaranteed Party and the Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt or to any agent under the Senior Secured Credit Agreement or any other representative of the holders of Guarantor Senior Debt. Guaranteed Party in its individual or any other capacity may hold Indebtedness of a Guarantor (including Guarantor Senior Debt) with the same rights it would have if it were not Guaranteed Partyremaining legal requirements.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, Guaranteed Party the Agent or any Lender shall have received any payment on account in respect of any Guaranteed Guarantee Obligation with respect to the Bridge Loan (other than as permitted by Sections (a) and (b) of this subsection 3.2Section 11.2) at a time when such payment is prohibited by this subsection 3.2Section 11.2, then and in such event such payment or distribution shall be received and held in trust for the holders of the Guarantor Senior Debt of the relevant Guarantor Indebtedness and shall be paid over or delivered to the holders of the Guarantor Senior Debt of the relevant Guarantor Indebtedness remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalents all Guarantor Senior Debt of the relevant Guarantor Indebtedness in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior DebtIndebtedness. Nothing contained in this Section 3 11 will limit the right of the Lenders to take any action to accelerate the maturity of the Loans Bridge Loan pursuant to Section 7 of the Credit Agreement or to pursue any rights or remedies hereunder or otherwise. Upon any payment or distribution of assets or securities referred to in this Section 311, the Lenders and Guaranteed Party (notwithstanding any other provision of this Guaranty or the Credit Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders or Guaranteed Party Lender for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon hereon and all other facts pertinent thereto or to this Section 3. Guaranteed Party shall not at any time be charged with the knowledge of the existence of any facts that would prohibit the making of any payment to or by Guaranteed Party under this Section 3, unless and until Guaranteed Party shall have received written notice thereof from a Guarantor or one or more holders of the Guarantor Senior Debt of a Guarantor or a representative of any holders of such Guarantor Senior Debt; and, prior to the receipt of any such written notice, Guaranteed Party shall be entitled to assume conclusively that no such facts exist. Guaranteed Party shall be entitled to rely on the delivery to it of written notice by a Person representing itself to be a holder of Guarantor Senior Debt (or a representative thereof) to establish that such notice has been given11. The Guarantors shall promptly give written notice to Guaranteed Party and each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness or under any agreement pursuant to which Guarantor Senior Debt Indebtedness may have been issued, and, in the event of any such event of default, shall provide to Guaranteed Party the Agent the names and address of the trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness. With respect to the holders and owners of Guarantor Senior DebtIndebtedness, Guaranteed Party and each Lender undertakes to perform only such obligations on the part of Guaranteed Party or such Lenders, as the case may be, Lender as are specifically set forth in this Section 311, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness shall be read into this Agreement against Guaranteed Party or the Lenders. Guaranteed Party and the The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness or to any the agent under the Senior Secured Credit Agreement Facility or any other representative of the holders of the Guarantor Senior Debt. Guaranteed Party in its individual or any other capacity may hold Indebtedness of a Guarantor (including Guarantor Senior Debt) with the same rights it would have if it were not Guaranteed PartyIndebtedness.

Rights and Obligations of the Lenders. In the event that, notwithstanding the foregoing provisions prohibiting such payment or distribution, Guaranteed Party the Agent or any Lender shall have received any payment or distribution on account of any Guaranteed Obligation (other than as permitted by Sections (a) and (b) of this subsection 3.2) at a time when such payment is prohibited by this subsection 3.2Section 11.2, then and in such event such payment or distribution shall be received and held in trust for the holders of the Guarantor Senior Debt Indebtedness of the relevant Guarantor Borrower and shall be paid over or delivered to the holders of the Guarantor Senior Debt Indebtedness of the relevant Guarantor Borrower remaining unpaid to the extent necessary to pay in full in cash or Cash Equivalents all Guarantor Senior Debt Indebtedness of the relevant Guarantor Borrower in accordance with their terms after giving effect to any concurrent payment or distribution to the holders of such Guarantor Senior Debt. Nothing contained in this Section 3 will limit the right Indebtedness of the Lenders to take any action to accelerate the maturity Borrower. If payment of the Loans pursuant to Section 7 Obligations is accelerated because of an Event of Default, the Borrower shall promptly notify the agent or other representatives for Senior Indebtedness of the Credit Agreement or to pursue any rights or remedies hereunder or otherwiseBorrower of the acceleration. Upon any payment or distribution of cash, Cash Equivalents, assets or securities referred to in this Section 311, the Lenders and Guaranteed Party (notwithstanding any other provision of this Guaranty or the Credit Agreement) shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making any such payment or distribution, delivered to the Lenders or Guaranteed Party for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of Guarantor Senior DebtIndebtedness of the Borrower, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 3. Guaranteed Party shall not at any time be charged with the knowledge of the existence of any facts that would prohibit the making of any payment to or by Guaranteed Party under this Section 3, unless and until Guaranteed Party shall have received written notice thereof from a Guarantor or one or more holders of the Guarantor Senior Debt of a Guarantor or a representative of any holders of such Guarantor Senior Debt; and, prior to the receipt of any such written notice, Guaranteed Party shall be entitled to assume conclusively that no such facts exist. Guaranteed Party shall be entitled to rely on the delivery to it of written notice by a Person representing itself to be a holder of Guarantor Senior Debt (or a representative thereof) to establish that such notice has been given11. The Guarantors Borrower shall give written notice to Guaranteed Party and each of the Lenders of any default or event of default under any Guarantor Senior Debt Indebtedness of the Borrower or under any agreement pursuant to which Guarantor Senior Debt Indebtedness of the Borrower may have been issued, and, in the event of any such event of default, shall provide to Guaranteed Party the Agent the names and address of the trustees or other representatives of holders of such Guarantor Senior DebtIndebtedness of the Borrower, other than as specifically set forth in this Section 11. With respect to the holders and owners of Guarantor Senior DebtIndebtedness of the Borrower, Guaranteed Party and each Lender undertakes to perform only such obligations on the part of Guaranteed Party or such Lenders, as the case may be, Lender as are specifically set forth in this Section 311, and no implied covenants or obligations with respect to the holders or owners of Guarantor Senior Debt Indebtedness of the Borrower shall be read into this Agreement against Guaranteed Party or the Lenders. Guaranteed Party and the The Lenders shall not be deemed to owe any fiduciary duty to the holders or owners of Guarantor Senior Debt Indebtedness of the Borrower or to any the agent under the Senior Secured Credit Agreement Facilities or any other representative of the holders of Guarantor the Senior Debt. Guaranteed Party in its individual or any other capacity may hold Indebtedness of a Guarantor (including Guarantor Senior Debt) with the same rights it would have if it were not Guaranteed PartyBorrower.