Common use of Implementation of the Restructuring Clause in Contracts

Implementation of the Restructuring. 2.1 Subject to Clause 2.3 and Clause 3.1 and to the satisfaction of the Restructuring Condition but without prejudice to Clause 6, each of the Companies, each Significant Creditor and, if the EPL Condition is satisfied, each Consenting EPL Bank hereby agrees: 2.1.1 to exchange all of its Released Claims for its Compromise Entitlement (such exchange to be effected by way of implementation of the Restructuring Steps in accordance with Clause 2.2.1 below); 2.1.2 to release each Released Company (and each Representative of a Released Company) fully from any Liability that they may have to such Consenting Bondholder, Significant Creditor or Consenting EPL Bank in respect of any Released Claim and to waive each and every Released Claim that it may have against a Released Company (or a Representative of a Released Company). 2.2 Subject to Clause 3.1 (save in respect of Clause 2.2.3): 2.2.1 each Party hereby agrees that the Restructuring Steps set out in paragraphs 3, 4 and 5 of Schedule 3 shall take effect as set out therein and that they will take all actions required of them in Schedule 3 to implement the Restructuring Steps; 2.2.2 provided no Material Adverse Change has occurred, RBS hereby irrevocably and unconditionally agrees to vote in person or by proxy at the Creditors’ Scheme Meeting in favour of the Creditors’ Scheme Resolution(s) and to support the approval of the Creditors’ Scheme at any court sanction hearing in respect thereof and not to vote in person or by proxy at the Creditors’ Scheme Meeting against the Creditors’ Scheme Resolution(s) or to attend any court sanction hearing in respect thereof other than in support of the Creditors’ Scheme; 2.2.3 provided no Material Adverse Change has occurred, each Consenting Bondholder hereby irrevocably and unconditionally agrees to vote its Identified Bonds in person or by proxy in favour of the Amending Resolutions at any Bondholders’ Meeting convened to pass such resolutions; 2.2.4 provided no Material Adverse Change has occurred, each Consenting Bondholder hereby irrevocably and unconditionally agrees to vote its Identified Bonds in person or by proxy in favour of the Single Vote Resolutions at any Bondholders’ Meeting convened to pass such resolutions; 2.2.5 provided no Material Adverse Change has occurred, in the event that the Single Vote Resolutions are not passed, each Consenting Bondholder hereby irrevocably and unconditionally agrees to vote its Identified Bonds in person or by proxy in favour of the Split Vote Resolutions at any Bondholders’ Meeting convened to pass such resolutions and to instruct the Bond Trustee to vote all the Identified Bonds held by such Consenting Bondholder in favour of the Creditors’ Scheme Resolutions at the Creditors’ Scheme Meeting; 2.2.6 provided no Material Adverse Change has occurred, if the Amending Resolutions have been duly passed and the Parent has (subject to Clause 2.8) decided to issue Bonds in definitive form, each Consenting Bondholder hereby irrevocably and unconditionally agrees to vote its Identified Bonds in person or by proxy at the Creditors’ Scheme Meeting in favour of the Creditors’ Scheme Resolution(s) and to support the approval of the Creditors’ Scheme at any court sanction hearing in respect thereof and not to vote its Identified Bonds in person or by proxy at the Creditors’ Scheme Meeting against the Creditors’ Scheme Resolution(s) or to attend any court sanction hearing in respect thereof other than in support of the Creditors’ Scheme; and 2.2.7 provided no Material Adverse Change has occurred, each Consenting EPL Bank, hereby irrevocably and unconditionally agrees that in the event that the EPL Condition has not been satisfied at the time of the relevant meeting or hearing, it will agree to any amendment or waiver of any restriction under the EPL Facility Agreement required to permit or facilitate the promotion or implementation of the EPL Scheme and vote in person or by proxy at the EPL Scheme Meeting in favour of the EPL Scheme Resolution(s) and support the approval of the EPL Scheme at the court sanction hearing in respect thereof and not vote in person or by proxy at the EPL Scheme Meeting against the EPL Scheme Resolution(s) or attend the court sanction hearing in respect thereof other than in support of the EPL Scheme. 2.3 Nothing in the release given in Clause 2.1 will release or prejudice any claim that any member of the Group might otherwise have against any Representative or any claim by any Significant Creditor or Consenting EPL Bank against professional advisers to the Group where such claim against professional advisers arises under a duty of care which has been specifically accepted in writing.