Undertakings of Obligors. Each Obligor undertakes that it will not:
(a) discharge any of the Secured Liabilities owed by it, save to the extent such discharge would fall within the exception set out in Clause 3.1 (Undertakings of Finance Parties);
(b) accelerate, cancel, pay, prepay, repay, redeem, purchase, terminate early or voluntarily terminate or otherwise acquire any of the Secured Liabilities owed by it, save to the extent such action is permitted by the Finance Documents or would fall within the exceptions set out in Clause 3.1(b) (Undertakings of Finance Parties);
(c) create or permit to subsist any Security Interest, guarantee, indemnity or other assurance against financial loss in respect of any of the Secured Liabilities owed by it except pursuant to the Security Interest created under the Security Documents or pursuant to or as permitted by the Finance Documents (to the extent that the provisions of such Finance Documents are consistent with the relevant provisions of this Agreement); or
(d) discharge any of the Secured Liabilities owed by it (in whole or in part) by set-off, any right of combination of accounts, proceedings of any kind or in any other manner whatsoever save where permitted by any of (a) – (c) above or to the extent such discharge would fall within the exceptions set out in Clause 3.1(d) (Undertakings of Finance Parties).
Undertakings of Obligors. Each Obligor undertakes that it will not, unless each Senior Creditor otherwise agrees in writing:
(a) discharge, repay, prepay, redeem, defease, purchase, agree to the cancellation of or otherwise acquire any of the Facilities, either directly, indirectly, by way of set off, right of combination or otherwise other than in accordance with the other provisions of this Deed or the Facilities;
(b) except as permitted by Clause 16 (Modification of Facilities, Security Documents and/or this Deed) agree to any amendment to any of the Security Documents, to which it is a party, or this Deed; or
(c) take, permit any person to take, or omit to take any action whereby the priorities and ranking of Security set out in this Deed may be impaired.
Undertakings of Obligors. 3.1 Subject as provided in Clauses 3.2 and 3.3, each Obligor undertakes to each of the Senior Creditors that, until the Senior Discharge Date, except as the Majority Senior Creditors have previously consented in writing, such Obligor will not, and will procure that none of its Subsidiaries will:-
(a) pay, prepay or repay, or make any distribution in respect of, or on account of, or purchase or acquire, any of the Bridge Debt, the High Yield Debt or the Intercompany Debt in cash or in kind, except as permitted by Clauses 7 (Permitted Payments) and 12 (Permitted Enforcement) (subject as provided in Clause 10 (Subordination)) and save as contemplated by Clause 10.3 (Filing of Claims); or
(b) discharge any of the Bridge Debt, the High Yield Debt or the Intercompany Debt by set-off, any right of combination of accounts or otherwise except if and to the extent that it is permitted to be paid by Clauses 7 (Permitted Payments) and 12 (Permitted Enforcement) (subject as provided in Clause 10 (Subordination)) and save as contemplated by Clause 10.3 (Filing of Claims); or
(c) create or permit to subsist, or permit any member of the Group to create or permit to subsist, any Security Interest over any of its assets for any of the Bridge Debt, the High Yield Debt or the Intercompany Debt;
(d) defease, acquire or agree to acquire or procure any other person to acquire on its account all or any part of the Bridge Debt, the High Yield Debt or the Intercompany Debt; or
(e) give any financial support (including without limitation, the taking of any participation, the giving of any guarantee, indemnity or other assurance against loss, or the making of any deposit or payment) to any person in respect of the Bridge Debt, the High Yield Debt or the Intercompany Debt or to enable any person to do any of the things referred to in this Clause 3 other than:
(i) in the case of the Bridge Debt, the Bridge Guarantee; and
(ii) in the case of the High Yield Debt, the High Yield Senior Guarantees and the High Yield Subordinated Guarantees;
(f) take or omit to take any action whereby the ranking and/or subordination of the Bridge Debt, the High Yield Debt or the Intercompany Debt contemplated by this Deed might reasonably be expected to be impaired except to the extent expressly permitted hereunder.
3.2 Nothing in this Clause 3 shall prevent the exchange of the originally issued High Yield Debt for other High Yield Debt that is registered with the US Securities and Exchange Commission and ...
Undertakings of Obligors. 5.1.1 Each Obligor undertakes that it will not:
(i) discharge any of the Borrower Secured Liabilities owed by it, save:
(a) to the extent that such discharge would fall within the exception set out in Clause 5.3.1; or
(b) (in respect of any such discharge by set-off, any right of combination of accounts, proceedings of any kind or in any other manner whatsoever) where permitted by any of Clauses 5.3.1 to 5.3.3 or to the extent such discharge would fall within the exceptions set out in Clause 5.3.5;
(ii) accelerate, cancel, pay, prepay, repay, redeem, purchase, terminate early or voluntarily terminate or otherwise acquire any of the Borrower Secured Liabilities owed by it, save to the extent such action would fall within the exceptions set out in Clause 5.3.2;
(iii) (save as to any Permitted Security) create or permit to subsist any Security, guarantee, indemnity or other assurance against financial loss in respect of any of the Borrower Secured Liabilities owed by it, except as pursuant to the Borrower Security created under the Borrower Security Documents; or
(iv) initiate or join any person in initiating an Insolvency Event in relation to any other Obligor unless required to do so under mandatory law.
5.1.2 Each Obligor undertakes that it will ensure that any Material Subsidiary will accede to this Deed in accordance with Clause 2.1 (Accession of Additional Obligors), provided that each Obligor need only perform its obligations under this Clause
Undertakings of Obligors
