Common use of UNDERTAKINGS OF THE JUNIOR CREDITOR Clause in Contracts

UNDERTAKINGS OF THE JUNIOR CREDITOR. (a) Until the Senior Debt is Discharged, the Junior Creditor shall not, except with the prior consent of the Security Trustee (acting on the instructions of the Instructing Group (such instructions not to be unreasonably withheld)): (i) demand or receive payment, repayment or prepayment of any principal, interest (provided that interest (A) may accrue or be capitalised and (B) may be evidenced by any instrument which constitutes Junior Debt or equity and such instrument may be issued to the Junior Creditor) or other amount on or in respect of (or on account of) any Junior Debt in cash or in kind from any person or apply any money or assets in discharge of any Junior Debt, except for Permitted Junior Payments; (ii) exercise any set-off against any Junior Debt, except to the extent that payment of such Junior Debt would constitute a Permitted Junior Payment; (iii) accelerate any Junior Debt, otherwise declare any Junior Debt to be prematurely due and payable or enforce any Junior Debt by execution (although interest at the default rate may accrue on the Junior Debt) or otherwise; (iv) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired; (v) initiate or pursue any insolvency proceedings against the Borrower, unless the Junior Creditor join in the Security Trustee in such insolvency proceedings; or (vi) take any action against the Borrower to recover the Junior Debt other than as permitted pursuant to the terms of this Agreement. (b) The Junior Creditor shall ensure that the terms of the Junior Finance Documents: (i) provide that any scheduled repayment or redemption of the Junior Debt only occurs after the Facility A Termination Date (without taking into account any extension of the Facility A Termination Date); and (ii) provide for a rate of interest (or lower rate of interest) consistent with the market rate of interest for a transaction of a similar nature of the time of its incurrence.

UNDERTAKINGS OF THE JUNIOR CREDITOR. (a) Until the Senior Debt is Discharged, the Junior Creditor shall not, except with the prior consent of the Security Trustee (acting on the instructions of the Instructing Group (such instructions not to be unreasonably withheld)): (i) demand or receive payment, repayment or prepayment of any principal, interest (provided that interest (A) may accrue or be capitalised and (B) may be evidenced by any instrument which constitutes Junior Debt or equity and such instrument may be 11869923-6 issued to the Junior Creditor) or other amount on or in respect of (or on account of) any Junior Debt in cash or in kind from any person or apply any money or assets in discharge of any Junior Debt, except for Permitted Junior Payments; (ii) exercise any set-off against any Junior Debt, except to the extent that payment of such Junior Debt would constitute a Permitted Junior Payment; (iii) create or permit to subsist or receive any Security or receive any Guarantee or (save as permitted by the Senior Facility Agreement) other assurance against financial loss for, or in respect of, any Junior Debt; (iv) accelerate any Junior Debt, otherwise declare any Junior Debt to be prematurely due and payable or enforce any Junior Debt by execution (although interest at the default rate may accrue on the Junior Debt) or otherwiseotherwise except to the extent such acceleration would constitute a Permitted Junior Payment under paragraph (b) of Clause 5 (Permitted Junior Payments); (ivv) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired; (vvi) initiate or pursue any insolvency proceedings against the Borrower, unless the Junior Creditor join in the Security Trustee in such insolvency proceedingsproceedings and the Junior Creditor shall hold all amounts in cash or in kind, received (and any rights to receive such distributions) by it from such insolvency proceedings in respect of the Junior Debt in trust for the Secured Parties in accordance with Clause 6.1 (General Turnover Provisions); or (vivii) take any action against the Borrower to recover the Junior Debt other than as permitted pursuant to the terms of this Agreement. (b) The Junior Creditor shall ensure that the terms of the Junior Finance Documents: (i) provide that any scheduled repayment or redemption of the Junior Debt only occurs after the Facility A Termination Date Date; (without taking into account any extension ii) except where permitted by the provisions of the Facility A Termination DateSenior Finance Documents, expressly prohibit the Borrower from making any payment in the nature of interest (but interest (A) may accrue or be capitalised and (B) may be evidenced by any instrument which constitutes Junior Debt or equity and such instrument may be issued to the Junior Creditor); (iii) do not comprise any cross default (however described) provisions; and (iiiv) provide for a rate of interest (do not comprise any onerous covenants, undertakings or lower rate of interest) consistent with the market rate of interest for a transaction of a similar nature of the time of its incurrence.other provisions other than customary affirmative covenants. 11869923-6

UNDERTAKINGS OF THE JUNIOR CREDITOR. (a) Until the Senior Debt is Discharged, the Junior Creditor shall not, except with the prior consent of the Security Trustee (acting on the instructions of the Instructing Group (such instructions not to be unreasonably withheld)): (i) demand or receive payment, repayment or prepayment of any principal, interest (provided that interest (A) may accrue or be capitalised and (B) may be evidenced by any instrument which constitutes Junior Debt or equity and such instrument may be issued to the Junior Creditor) or other amount on or in respect of (or on account of) any Junior Debt in cash or in kind from any person or apply any money or assets in discharge of any Junior Debt, except for Permitted Junior Payments; (ii) exercise any set-off against any Junior Debt, except to the extent that payment of such Junior Debt would constitute a Permitted Junior Payment; (iii) create or permit to subsist or receive any Security or receive any Guarantee or (save as permitted by the Senior Facility Agreement) other assurance against financial loss for, or in respect of, any Junior Debt; (iv) accelerate any Junior Debt, otherwise declare any Junior Debt to be prematurely due and payable or enforce any Junior Debt by execution (although interest at the default rate may accrue on the Junior Debt) or otherwiseotherwise except to the extent such acceleration would constitute a Permitted Junior Payment under paragraph (b) of Clause 5 (Permitted Junior Payments); (ivv) take or omit to take any action whereby the ranking and/or subordination contemplated by this Agreement may be impaired; (vvi) initiate or pursue any insolvency proceedings against the Borrower, unless the Junior Creditor join in the Security Trustee in such insolvency proceedingsproceedings and the Junior Creditor shall hold all amounts in cash or in kind, received (and any rights to receive such distributions) by it from such insolvency proceedings in respect of the Junior Debt in trust for the Secured Parties in accordance with Clause 6.1 (General Turnover Provisions); or (vivii) take any action against the Borrower to recover the Junior Debt other than as permitted pursuant to the terms of this Agreement. (b) The Junior Creditor shall ensure that the terms of the Junior Finance Documents: (i) provide that any scheduled repayment or redemption of the Junior Debt only occurs after the Facility A Termination Date Date; (without taking into account any extension ii) except where permitted by the provisions of the Facility A Termination DateSenior Finance Documents, expressly prohibit the Borrower from making any payment in the nature of interest (but interest (A) may accrue or be capitalised and (B) may be evidenced by any instrument which constitutes Junior Debt or equity and such instrument may be issued to the Junior Creditor); (iii) do not comprise any cross default (however described) provisions; and (iiiv) provide for a rate of interest (do not comprise any onerous covenants, undertakings or lower rate of interest) consistent with the market rate of interest for a transaction of a similar nature of the time of its incurrenceother provisions other than customary affirmative covenants.