UNDERTAKINGS AND OBLIGATIONS. 3.1 Subject to Clauses 3.4 and 3.5, and the compliance by the Restructuring Companies and any other member of the Group with their respective obligations under Clauses 3.2, and 3.3 of this Agreement, each Participating Creditor irrevocably undertakes in favour of the Restructuring Companies that it will: (a) use all commercially reasonable endeavours to support, facilitate, implement or otherwise give effect to the Restructuring as soon as reasonably practicable, provided that a Participating Creditor shall not be required under this clause to take any of the action which is not explicitly required under the terms of this Agreement (including the Term Sheet), unless such action is: (i) necessary for the purpose of the Restructuring; (ii) consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); and (iii) the Company reimburses the reasonable out-of-pocket costs of the Participating Creditors directly incurred in taking such action requested by the Restructuring Companies. (b) review, negotiate and finalise (as applicable), in good faith, the Restructuring Documents and any and all other documents required to implement the Restructuring (as applicable to such Participating Creditor) as soon as practicable, such that they are consistent in all material respects with the terms of this Agreement, the terms set out in the Term Sheet, and in order to ensure that the Restructuring Documents are in the Agreed Form; (c) progress and implement the Restructuring in accordance with the terms set out in this Agreement; (d) use all commercially reasonable endeavours to provide assistance to the Restructuring Companies and each Subsidiary Obligor for the purpose of obtaining any regulatory or statutory clearance in connection with the Restructuring; (e) support any actions taken by the Obligors to obtain recognition or protection of the Restructuring in any court of any jurisdiction and take all other commercially reasonable actions requested by the Restructuring Companies to implement or protect the Restructuring, in each case, at the reasonable cost of the Company and only to the extent necessary or desirable to implement the Restructuring and provided that the terms of such support are reasonably requested by the Company and are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); (f) if any Insolvency Proceeding is commenced in respect of any member of the Group in any jurisdiction, take all commercially reasonable actions reasonably requested by the Restructuring Companies to implement or protect the Restructuring through the relevant Insolvency Proceedings and ensure that the Restructuring (if implemented) is recognised in all relevant jurisdictions, in each case, at the reasonable cost of the Company and provided that the terms of such action are reasonably requested by the Company and are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); (g) as applicable, take all such actions as are necessary or desirable to: (i) duly establish its standing to vote at each Restructuring Process Meeting, including: (A) in the case of a holder of the Existing Notes, by causing its Account Holder to submit to the Information Agent a validly completed Account Holder Letter, including a valid Accession Code and Blocking Reference, in respect of the outstanding principal amount of the Existing Notes in which it holds a beneficial interest as principal, for the purposes of voting its holdings at the Record Time for the Restructuring Process at the relevant deadline; or (B) in the case of a lender of the Existing Syndicated Loans or Existing Bilateral Loan, by submitting any documentation required by the Information Agent in respect of the outstanding principal amount of the Existing Syndicated Loans or Existing Bilateral Loan in which it holds a legal and (if applicable) beneficial interest as principal for the purposes of voting its holdings at the Record Time for the Restructuring Process at the relevant deadline; (ii) attend each Restructuring Process Meeting (as applicable), either in person or by proxy; and (iii) vote and deliver within any applicable time periods any proxies, instructions, directions or consents in respect of all Participating Debt in which it holds a legal and/or beneficial interest as principal (as applicable), including (without limitation) to vote in favour of the Restructuring Process in respect of the aggregate outstanding principal amount of all Participating Debt in which it holds a legal and/or beneficial interest as principal (as applicable) at the Record Time for the purposes of the relevant Restructuring Process Meeting; (h) use all commercially reasonable endeavours to prepare, file, make or otherwise support the Restructuring Companies and/or any member of the Group in any application in a legal or regulatory process or proceeding that is necessary to give effect to the Restructuring (including, without limitation, each Restructuring Process) or oppose any legal process or proceedings that may negatively impact the Restructuring (including, without limitation, any challenge or objection in respect of any Restructuring Process and in response to any adverse or hostile action taken by another creditor of the Group), in each case at the reasonable cost of the Company and only to the extent necessary to implement the Restructuring and provided that the terms of any such action are reasonably requested by the Company and are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); (i) provide all commercially reasonable support and assistance to the Restructuring Companies as reasonably requested by the Restructuring Companies to prevent the occurrence or continuance of an Insolvency Proceeding in respect of any of the Restructuring Companies (each, as applicable) and/or any of the Subsidiary Obligors (other than any Restructuring Process or similar recognition, moratorium or protection proceedings in the United Kingdom, Cayman Islands, British Virgin Islands, Hong Kong, the PRC or elsewhere), including, without limitation, supporting any application, filing and/or petition to the courts of any jurisdiction in connection with the same, including (but not limited to) filing any evidence in support of the Restructuring Companies’ and/or the Subsidiary Obligors’ opposition to a creditor seeking to commence or continue any adverse or hostile action, and appearing in such Insolvency Proceedings and filing any notice in opposition to such Insolvency Proceedings, in each case, at the reasonable cost of the Company and only to the extent necessary to implement the Restructuring and provided that the terms of any such support and assistance are reasonably requested by the Company and are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); and (j) not: (i) object to or challenge any Restructuring Process (or any application made by any of the Restructuring Companies in any jurisdiction in respect of any Restructuring Process); or (ii) otherwise commence, join, support or assist any proceedings to oppose or alter any of the Restructuring Documents filed by any of the Restructuring Companies in connection with the confirmation of the Restructuring, (k) not take any actions inconsistent with, or that would, or are intended to, or would be likely to delay approval or confirmation of, the Restructuring or any of the Restructuring Documents, provided that the Restructuring and/or any of the Restructuring Documents are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); (l) not formulate, encourage, procure or otherwise support any alternative proposal or alternate offer for the implementation of the Restructuring other than those contemplated by the Term Sheet or to otherwise engage in any such discussions or take any action which would delay or impede any approvals for the Restructuring, provided that the Restructuring and/or any of the Restructuring Documents are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); (m) not take, commence, join, support, assist or continue any Enforcement Action, whether directly or indirectly, to delay any Restructuring Process Effective Date (as applicable), or interfere with, or affect, the implementation of the Restructuring and/or any Restructuring Process, or the consummation of the transactions contemplated thereby, provided that the Restructuring and/or any of the Restructuring Documents are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); (n) not sell, transfer or otherwise dispose of (whether directly or indirectly), or instruct any Account Holder or Intermediary that holds an interest in the Participating Debt on its behalf to sell, transfer or otherwise dispose of (whether directly or indirectly) all or any part of its legal or beneficial interests, rights, benefits or obligations under or in respect of any of the Participating Debt held, purchased or otherwise acquired by that Participating Creditor or implement any transaction of a similar or equivalent economic effect (collectively, a “Transfer”) after the date of this Agreement or its Accession Letter (as applicable) unless the Transfer has been made in accordance with Clause 7 (Accession, Transfer and Purchase, and Aggregate Position Disclosure to The Information Agent); and (o) notify the Information Agent: (i) within five (5) Business Days of receipt of a written request by the Information Agent, of the principal amount of its Participating Debt; and (ii) of any purported change (whether an increase or a decrease) to its holdings of Participating Debt as soon as reasonably practicable, and in any event within five (5) Business Days from the date of such change, by submitting an updated Participating Debt Notice and/or a Transfer Notice (as applicable) via e-mail to the Information Agent (as set out in Schedule 7 (Notice Details)). For the avoidance of doubt, the Information Agent may determine that any Transfer which does not adhere to such timings is not valid. 3.2 Subject to Clauses 3.4 and 3.5, the Restructuring Companies (each, as applicable) undertake in favour of each Participating Creditor that they shall (or as applicable, will procure that a duly authorised representative, proxy or nominee will): (a) perform all actions as are reasonably necessary in order to support, facilitate, implement or otherwise give effect to the Restructuring (provided that such action is consistent in all material respects with the Term Sheet); (b) implement the Restructuring or any Restructuring Process (as required) in the manner envisaged by, and materially on the terms and conditions set out in, this Agreement and the Term Sheet; (c) prepare, review, negotiate and finalise (as applicable), in good faith, the Restructuring Documents and any and all other documents required to implement the Restructuring, such that they are consistent in all material respects with the terms of this Agreement and the terms set out in the Term Sheet, and in order to ensure that the Restructuring Documents are in the Agreed Form; (d) upon the Restructuring Documents being finalised and in the Agreed Form, file and pursue any legal process or proceedings contemplated by or required to implement the Restructuring, including (without limitation) any Restructuring Process; (e) take any actions pursuant to any order of, or sanction by, any courts as may be required or necessary to implement or give effect to the Restructuring as soon as reasonably practical; (f) perform all actions as are reasonably necessary to procure that, on or before the Longstop Date, the Restructuring Effective Date occurs; (g) convene all meetings of the shareholders and/or creditors of any member of the Group (as applicable) which are required to consider any resolutions and/or decisions in relation to the Restructuring; (h) obtain, using all reasonable endeavours, any necessary regulatory or statutory approval required to permit or facilitate the Restructuring (including, without limitation, any approval of the HKEX or any clearing systems as may be required); (i) obtain, using all reasonable endeavours, any necessary corporate and/or regulatory approvals required to implement the Restructuring in the manner envisaged by, and materially on the terms and conditions set out in, this Agreement and the Term Sheet; (j) make all securities and other filings and announcements and publish all documents and make all submissions required in connection with the matters contemplated by this Agreement as and when necessary to comply with all applicable laws; (k) keep the Participating Creditors reasonably informed in relation to the status and progress of the Restructuring, including following a reasonable request by any legal adviser to the Participating Creditors via the Information Agent or the Restructuring Companies’ advisers; (l) prior to the Record Time, cancel or procure the cancellation of any Existing Debt Instruments that it or any other member of the Group has a beneficial (or, with respect to the Existing Debt Instruments (other than the Existing Notes), legal and/or beneficial) interest in or which it or any other member of the Group has redeemed, converted, acquired or purchased and for the avoidance of doubt, any such Existing Debt Instruments shall not be voted at any Restructuring Process Meeting (as applicable); (m) notify the Participating Creditors: (i) in each case within a reasonable period of becoming aware of the same: (A) if any representation or statement made by it under this Agreement proves to have been or to have become incorrect or misleading in any material respect; or (B) if it breaches any undertaking given by it under this Agreement, or (ii) within three (3) Business Days of becoming aware of the same, of the occurrence of any Z6 Enforcement Action that falls within Clause 10.2(d)(iii); (n) use its reasonable efforts to obtain, by no later than four weeks before the earliest Convening Hearing Filing Deadline, any waiver, approval and/or consent referred to in paragraph 1(b) of the section titled “Designated Offshore Assets Credit Enhancement or Alternative Measures Principles (the “Principles”)” under the heading titled “Indicative Terms of the New Debts” of the Term Sheet (the “Principles Section of the Term Sheet”), unless otherwise waived by the Majority CoCom (provided that the CoCom holds the Minimum CoCom Threshold) or the Majority Participating Creditors; (o) to the extent that security over any Designated Offshore Asset cannot be provided due to paragraphs 1(a), 1(b) or 1(c) of the Principles Section of the Term Sheet: (i) offer, by no later than two weeks before the earliest Convening Hearing Filing Deadline, an alternative measure to the creation of security over such Designated Offshore Asset (to the extent such alternative measure would not result in any of the consequences described in paragraphs 1(a), 1(b) and/or 1(c) of the Principles Section of the Term Sheet, as applicable, as if references to “Designated Offshore Asset Security” in those paragraphs were references to such alternative measure) to the satisfaction of: (A) the Majority CoCom (acting reasonably), provided that the CoCom holds the Minimum CoCom Threshold; or (B) if the CoCom does not hold the Minimum CoCom Threshold, the Majority Participating Creditors (acting reasonably); (ii) in the event that any alternative measure is required to be offered under this Clause 3.2(o), the undertaking set out in Clause 3.2(p) shall apply in respect of such alternative measure and/or the relevant Designated Offshore Asset in relation to such alternative measure mutatis mutandis; and (p) to the extent that security over any Designated Offshore Asset cannot be provided due to paragraphs 1(c) of the Principles Section of the Term Sheet and provided the CoCom holds the Minimum CoCom Threshold, provide relevant information to the CoCom’s Advisers in respect of the matters referred to in paragraph 1(c) of the Principles Section of the Term
Appears in 2 contracts
Sources: Restructuring Support Agreement, Restructuring Support Agreement
UNDERTAKINGS AND OBLIGATIONS.
3.1 Subject to Clauses 3.4 and 3.5, Clause 3.3 and the compliance by the Restructuring Companies and any other member of the Group Company with their respective its obligations under Clauses Clause 3.2, and 3.3 of this Agreement, each Participating Creditor irrevocably undertakes in favour of the Restructuring Companies Company that it will:
(a) use perform all commercially reasonable endeavours actions as are reasonably necessary within its power to take but without incurring any additional Liability, at the cost of the Company, in order to support, facilitate, implement or otherwise give effect to the Restructuring as soon as reasonably practicable, provided that a Participating Creditor shall not be required under this clause to take any of the action which is not explicitly required under the terms of this Agreement (including the Term Sheet), unless such action is:
(i) necessary for the purpose of the Restructuring;
(ii) consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); and
(iii) the Company reimburses the reasonable out-of-pocket costs of the Participating Creditors directly incurred in taking such action requested by the Restructuring Companies.
(b) review, negotiate and finalise (as applicable), in good faith, the Restructuring Documents and any and all other documents required to implement the Restructuring (as applicable to such Participating Creditor) as soon as practicable, such that they are consistent in all material respects with the terms of this Agreement, the terms set out in Agreement (including the Term Sheet, and in order to ensure that the Restructuring Documents are in the Agreed Form);
(c) progress and implement the Restructuring in accordance with the terms set out in this Agreement;
(d) use all commercially reasonable endeavours to provide assistance to the Restructuring Companies Company and each Subsidiary Obligor for the purpose of obtaining any regulatory or statutory clearance in connection with necessary to give effect to the Restructuring, but without incurring any additional Liability, at the cost of the Company;
(e) support any actions taken by the Obligors to obtain recognition or protection of the Restructuring in any court of any competent jurisdiction (including any Chapter 15 Filing) and take all other commercially reasonable actions requested by the Restructuring Companies Company to implement or protect the Restructuring, in each casebut without incurring any additional Liability, at the reasonable cost of the Company and only to the extent necessary or desirable to implement the Restructuring and provided that the terms of such support are reasonably requested by the Company and are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet)Company;
(f) if any Insolvency Proceeding is commenced in respect of any member of the Group in any jurisdiction, take all commercially reasonable actions reasonably requested by the Restructuring Companies Company to implement or protect the Restructuring through the relevant Insolvency Proceedings and ensure that the Restructuring (if implemented) is recognised in all relevant jurisdictions, in each casebut without incurring any additional Liability, at the reasonable cost of the Company and provided that the terms of such action are reasonably requested by the Company and are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet)Company;
(g) as applicable, take all such actions as are necessary or desirable to:
(i) duly establish its standing to vote at each Restructuring Process Meeting, including:
(A) in the case of a holder of the Existing Notes, Scheme Meeting by causing its Account Holder to submit to the Information Agent a validly completed Account Holder Letter, including a valid Accession Code and Blocking ReferenceCode, in respect of the outstanding principal amount of the Existing Notes Debt Instruments in which it holds a beneficial interest as principal(or, for the purposes of voting its holdings at the Record Time for the Restructuring Process at the relevant deadline; or
(B) in the case of a lender of with respect to the Existing Syndicated Loans or Existing Bilateral Loan, by submitting any documentation required by the Information Agent in respect of the outstanding principal amount of the Existing Syndicated Loans or Existing Bilateral Loan in which it holds a legal and (if applicablebeneficial) beneficial interest as principal for the purposes of voting its holdings at the Record Time for the Restructuring Process each Scheme at the relevant deadline;
(ii) attend each Restructuring Process Scheme Meeting (as applicable), either in person or by proxy; and
(iii) vote and deliver within any applicable time periods any proxies, instructions, directions or consents in respect of all Participating Debt in which it holds a beneficial (or, with respect to the Existing Loan, legal and/or beneficial and beneficial) interest as principal (as applicable)principal, including (without limitation) to vote in favour of the Restructuring Process each Scheme in respect of the aggregate outstanding principal amount of all Participating Debt in which it holds a legal and/or beneficial interest (or, with respect to the Existing Loan, legal and beneficial interest) as principal (as applicable) at the Record Time for the purposes of the relevant Restructuring Process (as set out in its Account Holder Letter) at each Scheme Meeting;
(h) use all commercially reasonable endeavours to prepare, file, make or otherwise support the Restructuring Companies and/or any member of the Group Company in any application in a legal or regulatory process or proceeding that is requested by the Company and necessary to give effect to the Restructuring (including, without limitation, each Restructuring ProcessScheme) or oppose any legal process or proceedings that may negatively impact the Restructuring (including, without limitation, any challenge or objection in respect of any Restructuring Process Scheme and in response to any adverse or hostile action taken by another creditor of the Group), in each case at the reasonable cost of the Company and only to the extent necessary to implement the Restructuring and provided that (i) the terms of any such action are reasonably protection, filing or actions requested by the Company and are consistent in all material respects with or do not contravene the terms as set out in this Agreement (including the Term Sheet), and (ii) any such action or application requested by the Company shall not require or oblige any Participating Creditor to incur any additional Liability, at the cost of the Company;
(i) provide all commercially reasonable support and assistance to the Restructuring Companies Company as reasonably requested by the Restructuring Companies Company to prevent the occurrence or continuance of an Insolvency Proceeding in respect of any of the Restructuring Companies (each, as applicable) and/or any of Company and the Subsidiary Obligors (other than any Restructuring Process Scheme or any Chapter 15 Filing or similar recognition, moratorium or protection proceedings in the United Kingdom, Cayman Islands, British Virgin Islands, Hong Kong, the PRC United States or elsewhere), including, without limitation, supporting any application, filing and/or petition to the courts of any jurisdiction in connection with the same, including (but not limited to) filing any evidence in support of the Restructuring Companies’ and/or the Subsidiary Obligors’ Company’s opposition to a creditor seeking to commence or continue any adverse or hostile action, and appearing in such Insolvency Proceedings and filing any notice in opposition to such Insolvency Proceedings, in each case, at the reasonable cost of the Company and only to the extent necessary to implement the Restructuring and provided that the terms of any such support and assistance are reasonably protection, filing or actions requested by the Company and are consistent in all material respects with or do not contravene the terms as set out in this Agreement (including the Term Sheet); and, and any such action shall not require or oblige any Participating Creditor to incur any additional Liability and shall be at the cost of the Company;
(j) not:
(i) object to or challenge any Restructuring Process Scheme (or any application made by any of the Restructuring Companies in any jurisdiction Company in respect of any Restructuring ProcessScheme); or
(ii) otherwise commence, join, support or assist any proceedings to oppose or alter any of the Restructuring Documents Document filed by any of the Restructuring Companies Company in connection with the confirmation of the Restructuring,;
(k) not take any actions inconsistent with, or that would, or are intended to, or would be likely to delay approval or confirmation of, the Restructuring or any of the Restructuring Documents, provided that the Restructuring and/or any of the Restructuring Documents are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet);
(l) not formulate, encourage, procure or otherwise support any alternative proposal or alternate offer for the implementation of the Restructuring other than those contemplated by the Term Sheet or to otherwise engage in any such discussions or take any action which would delay or impede any approvals for the Restructuring, provided that the Restructuring and/or any of the Restructuring Documents are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet);
(m) not take, commence, join, support, assist commence or continue any Enforcement Action, whether directly or indirectly, to delay any Restructuring Process the Scheme Effective Date Dates (as applicable), or interfere with, or affect, with the implementation of the Restructuring and/or any Restructuring Processthe Scheme(s), or the consummation of the transactions contemplated thereby, provided that the Restructuring and/or any of the Restructuring Documents are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet);
(n) not sell, transfer or otherwise dispose of (whether directly or indirectly)of, or instruct any Account Holder or Intermediary that holds an interest in the Participating Debt on its behalf to sell, transfer or otherwise dispose of (whether directly or indirectly) all or any part of its legal or beneficial interests, rights, benefits or obligations under or in respect of any of the Participating Debt held, purchased or otherwise acquired by that Participating Creditor or implement any transaction of a similar or equivalent economic effect (collectively, a “Transfer”) after the date of this Agreement or its Accession Letter (as as applicable) unless the Transfer has been made in accordance with Clause 7 6 (Accession, Transfer and Purchase, and Aggregate Position Disclosure to The Information Agent); andand
(o) notify the Information Agent:Agent:
(i) within five (5) Business Days of receipt of a written request by the Information Agent, of the principal amount of its Participating Debt; and
(ii) of any purported change (whether an increase or a decrease) to its holdings of Participating Debt as soon as reasonably practicable, and in any event within five (5) Business Days from the date of such change, by submitting an updated Participating Debt Notice via the Transaction Website and/or a Transfer Notice (as applicable) via e-mail email at ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ to the Information Agent (as set out in Schedule 7 (Notice Details)). For the avoidance of doubt, the Information Agent may determine that any Transfer which does not adhere to such timings is not valid.valid.1
3.2 Subject to Clauses 3.4 and 3.5Clause 3.3, the Restructuring Companies (each, as applicable) undertake Company undertakes in favour of each Participating Creditor that they it shall (or as applicable, will procure that a duly authorised representative, proxy or nominee will):
(a) perform all actions as are reasonably necessary in order to support, facilitate, implement or otherwise give effect to the Restructuring (provided that such action is consistent in all material respects with the Term Sheet)) as soon as reasonably practicable;
(b) implement the Restructuring or any Restructuring Process (as requiredand the Scheme(s) in the manner envisaged by, and materially on the terms and conditions set out in, this Agreement and the Term Sheet;
(c) prepare, review, negotiate and finalise (as applicable), in good faith, the Restructuring Documents and any and all other documents required to implement the RestructuringRestructuring as soon as practicable, such that they are consistent in all material respects with the terms of this Agreement and the terms set out in the Term Sheet, Sheet and in order to ensure that the Major Restructuring Documents (as defined in the Term Sheet) are in the Agreed Form;
(d) upon the Restructuring Documents being finalised and in the Agreed Formfinalised, file and pursue as soon as reasonably practicable any legal process or proceedings contemplated by or required to implement the Restructuring, including (without limitation) any Restructuring Process;the Scheme(s);
(e) take any actions pursuant to any order of, or sanction by, any courts (including, without limitation, the Court) as may be required or necessary to implement or give effect to the Restructuring as soon as reasonably practical;; 1 Please visit the Transaction Website (▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/Goldenwheel) for further information on how the updated Participating Debt Notice and/or the Transfer Notice can be submitted to the Information Agent.
(f) apply to the Court for a Convening Hearing (the “Application Milestone”) within 7 days after the date on which the aggregate principal amount of the Existing Debt Instruments held by all Participating Creditors reaches 75% of the outstanding principal amount of the Existing Debt Instruments and procure that the Convening Hearing shall occur within three months after the application made to the Court, or in the event that the Court does not have any availability within such three months, procure that the Convening Hearing shall occur at the Court’s first available date immediately after such three-month period (the “Convening Hearing Milestone”) (each of such application date and hearing date, a “Milestone Date”), provided that the Milestone Date can be extended to a later date as may be agreed between the Company and (X) the Majority Ad Hoc Group (provided that the Ad Hoc Group holds the Minimum AHG Threshold); or (Y) the Majority Participating Creditors in writing;
(g) perform all actions as are reasonably necessary to procure that, on or before the Longstop Date, : (i) the Scheme Effective Date occurs; and (ii) the Restructuring Effective Date occursoccurs as soon as practicable following the occurrence of the Hong Kong Scheme Effective Date or any other Scheme Effective Date (whichever is later);
(gh) convene all meetings of the shareholders and/or creditors of any member of the Group (as applicable) which are required to consider any resolutions and/or decisions in relation to the Restructuring;
(hi) obtain, using all reasonable endeavours, any necessary regulatory or statutory approval required to permit or facilitate the Restructuring (including, without limitation, any approval of the HKEX or any clearing systems as may be required);
(ij) obtain, using all reasonable endeavours, any necessary all corporate and/or and regulatory approvals required necessary to implement the Restructuring in the manner envisaged by, and materially on the terms and conditions set out in, this Agreement and Agreement, the Term Sheet;
(jk) comply with its obligations in all material aspects under the Term Sheet (including obligations in connection with the Specified Assets);
(l) make all securities and other filings and announcements and publish all documents and make all submissions required in connection with the matters contemplated by this Agreement as and when necessary to comply with all applicable laws;
(km) to the extent necessary and/or desirable in connection with the Restructuring, procure that the members of the Group take all necessary steps reasonably required to support, and refrain from taking any action which would conflict with, the Restructuring;
(n) keep the Participating Creditors reasonably informed in relation to the status and progress of the Restructuring, including following a reasonable request by any legal adviser to the Participating Creditors via the Information Agent or the Restructuring Companies’ Company’s advisers;
(lo) prior to the Record Time, cancel or procure the cancellation of any Existing Debt Instruments that it or any other member of the Group has a beneficial interest (or, with respect to the Existing Debt Instruments (other than the Existing Notes)Loan, legal and/or beneficialand beneficial interest) interest in or which it or any other member of the Group has redeemed, converted, acquired or purchased and for the avoidance of doubt, any such Existing Debt Instruments owned by any member of the Group shall not be voted at any Restructuring Process Meeting (as applicable)Scheme Meeting, and if they are, shall be disregarded;
(mp) continue to operate its business as commercially reasonable in the ordinary course and use commercially reasonable endeavours to preserve assets, business and operations of the Group pending completion of the Restructuring;
(q) not to declare, make or pay any dividend or equivalent distribution (whether in cash or in kind including by way of set-off) in respect of the Company’s shares to any shareholder of the Company;
(r) not to make any filings or resolutions or take any other step to commence or initiate any Insolvency Proceedings in respect of any Obligor without prior written consent of the Ad Hoc Group, other than as contemplated in the Term Sheet;
(s) notify the Participating Creditors:
(i) in each case within of any matter or thing that would be reasonably likely to be a reasonable period of becoming aware material impediment to the implementation of the same:Restructuring;
(Aii) if any representation or statement made by it under this Agreement proves to have been or to have become incorrect or misleading in any material respect; or
(Biii) if it breaches any undertaking given by it under this Agreement, or
(ii) within three (3) Business Days of in each case promptly upon becoming aware of the same; and
3.3 Nothing in this Agreement shall:
(a) require any Party (or any director, manager or officer of that Party or with respect to any Participating Creditor, any of its, and/or its respective managers or investment managers’ or investment advisers’, respective affiliates or funds) to take action which is prohibited or otherwise restricted by applicable law (or by any court judgment) or regulation or a direction or indication (provided any such direction or indication is reasonably evidenced by the occurrence Company in writing and notified to the Participating Creditors) from any Governmental Agency or to waive or forego the benefit of any Z6 Enforcement Action that falls within Clause 10.2(d)(iii)applicable legal professional privilege;
(nb) use its reasonable efforts to obtainrestrict any director, by no later than four weeks before the earliest Convening Hearing Filing Deadline, manager or officer of any waiver, approval and/or consent referred to in paragraph 1(b) member of the section titled “Designated Offshore Assets Credit Enhancement Group from complying with any legal and/or fiduciary duties or Alternative Measures Principles (obligations including, without limitation, in respect of such Group member, responding to the “Principles”)” under the heading titled “Indicative Terms operational business needs of the New Debts” Group member in the context of the Term Sheet (relevant market conditions and/or in relation to the “Principles Section commencement of the Term Sheet”), unless otherwise waived by the Majority CoCom (provided that the CoCom holds the Minimum CoCom Threshold) or the Majority Participating CreditorsInsolvency Proceedings;
(oc) to the extent that security over restrict any Designated Offshore Asset cannot be provided due to paragraphs 1(a), 1(b) Participating Creditor or 1(c) of the Principles Section of the Term Sheet:
(i) offer, by no later than two weeks before the earliest Convening Hearing Filing Deadline, an alternative measure to the creation of security over such Designated Offshore Asset (to the extent such alternative measure would not result in any of the consequences described its, and/or its respective managers or investment managers’ or investment advisers’, affiliates or funds (in paragraphs 1(a)each case, 1(bincluding any of its respective directors, managers or officers) and/or 1(c) of the Principles Section of the Term Sheet, as applicable, as if references to “Designated Offshore Asset Security” in those paragraphs were references to such alternative measure) to the satisfaction of:
(A) the Majority CoCom (acting reasonably), provided that the CoCom holds the Minimum CoCom Thresholdfrom complying with any legal obligations; or
(Bd) if the CoCom does not hold the Minimum CoCom Thresholdoblige any Participating Creditor or any of its, the Majority Participating Creditors (acting reasonably);
(ii) in the event that and/or its respective managers or investment managers’ or investment advisors’, respective affiliates or funds to incur any alternative measure is required to be offered under Liability other than as expressly contemplated by this Clause 3.2(o), the undertaking set out in Clause 3.2(p) shall apply in respect of such alternative measure and/or the relevant Designated Offshore Asset in relation to such alternative measure mutatis mutandis; and
(p) to the extent that security over any Designated Offshore Asset cannot be provided due to paragraphs 1(c) of the Principles Section of the Term Sheet and provided the CoCom holds the Minimum CoCom Threshold, provide relevant information to the CoCom’s Advisers in respect of the matters referred to in paragraph 1(c) of the Principles Section of the TermAgreement.
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Sources: Restructuring Support Agreement