Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to:
(i) enter into any Liabilities Acquisition; or
(ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time.
(b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if:
(i) that action would result in a breach of a Credit Facility Agreement, a Pari Passu Note Indenture or a Pari Passu Facility Agreement; or
(ii) at the time of that action, an Acceleration Event has occurred and is continuing.
(c) The restrictions in paragraph (b) above shall not apply if:
(i) the Majority Super Senior Creditors and the Required Pari Passu Creditors consent to that action; or
(ii) that action is taken to facilitate the making of a Permitted Credit Facility Payment, a Permitted Hedge Payment or a Permitted Pari Passu Debt Payment.
Acquisition of Intra-Group Liabilities. Subject to paragraph (b) below, each Debtor may, and may permit any member of the Group to:
Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to:
(i) enter into any Liabilities Acquisition; or
(ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time.
(b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if, at the time of that action, an Acceleration Event has occurred and is continuing and the Security Agent (acting on the instructions of an Instructing Group) has delivered a written notice to the Parent stating that no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities.
(c) The restrictions in paragraph (b) above shall not apply if:
(i) an Instructing Group consents to that action; or
(ii) that action is taken to facilitate Payment of:
(A) prior to the Primary Discharge Date, any Senior Liabilities, Senior Notes Trustee Amounts and/or Senior Parent Notes Trustee Amounts; and
(B) on or after the Primary Discharge Date, any Senior Parent Liabilities.
Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to:
(i) enter into any Liabilities Acquisition; or
(ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time.
(b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if:
(i) that action would result in a breach of:
(A) (prior to the Super Senior Discharge Date) any Credit Facility Document;
(B) (prior to the Senior Secured Notes Discharge Date) the Senior Secured Notes Indenture pursuant to which any Senior Secured Notes remain outstanding (as applicable); or
(C) (prior to the Pari Passu Debt Discharge Date) any Pari Passu Debt Documents;
(ii) that action is between a Debtor and a member of the Group which is not a Debtor and at the time of that action, an Event of Default has occurred and is continuing under any of the Debt Documents; or
(iii) that action is between a Debtor and another Debtor and at the time of that action, an Acceleration Event or Insolvency Event has occurred under any of the Debt Documents.
(c) The restrictions in paragraph (b) above shall not apply if:
(i) prior to the Super Senior Discharge Date, the Instructing Group has consented to that action;
(ii) on or after the Super Senior Discharge Date but prior to the Senior Secured Notes Discharge Date, the Majority Senior Secured Creditors give written consent to that action; or
(iii) that action is taken to facilitate Payment of the Secured Liabilities.
Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to:
(i) enter into any Liabilities Acquisition; or
(ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time.
(b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if:
(i) that action would result in a breach of any of the Finance Documents;
(ii) that action is between a Debtor and a member of the Group which is not a Debtor and at the time of that action, an Event of Default has occurred and is continuing under any of the Debt Documents; or
(iii) that action is between a Debtor and another Debtor and at the time of that action, an Acceleration Event or Insolvency Event has occurred under any of the Debt Documents.
(c) The restrictions in paragraph (b) above shall not apply if:
(i) prior to the Senior Discharge Date the Majority Senior Creditors consent to that action; or
(ii) that action is taken to facilitate Payment of the Senior Liabilities.
Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, the Debtors and Security Providers may purchase by way of assignment or transfer, enter into a sub-participation in respect of or enter into any other agreement or arrangement having the economic effect of a sub-participation in respect of the Intra-Group Liabilities.
(b) Until the Final Discharge Date has occurred, if at the time of an action described in paragraph (a) above, an Insolvency Event in relation to the relevant Debtor or Security Provider has occurred, that action shall only be taken:
(i) to effect Payment of the Liabilities owed to the Secured Parties prior to any such action being taken for any other purposes; or
(ii) as otherwise consented to by an Instructing Group.
Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, a Debtor may, and may permit any other member of the Group to:
(i) enter into any Liabilities Acquisition; or
(ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time.
(b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if:
(i) that action would result in a breach of the Senior Secured Notes Indenture; or
(ii) at the time of that action, an Acceleration Event has occurred and is continuing.
(c) The restrictions in paragraph (b) above shall not apply if:
(i) prior to the Final Discharge Date, the Instructing Group Consents to that action; or
(ii) that action is taken to facilitate Payment of the Secured Liabilities.
Acquisition of Intra-Group Liabilities. (a) Subject to paragraphs (b) below, each Debtor may, and may permit any other member of the Group to:
(i) enter into any Liabilities Acquisition; or
(ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time.
(b) Prior to the Senior Discharge Date, subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if:
(i) that action would result in a breach of the Facilities Agreement; or
(ii) at the time of that action, an Acceleration Event has occurred.
(c) The restrictions in paragraph (b) above shall not apply if:
(i) the Majority Senior Creditors consent to that action; or
(ii) that action is taken to facilitate Payment of the Senior Liabilities.
Acquisition of Intra-Group Liabilities. (a) Subject to paragraph (b) below, each Debtor may, and may permit any other member of the Group to:
(i) enter into any Liabilities Acquisition; and/or
(ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time.
(b) Subject to paragraph (c) below, no action described in paragraph (a) may take place in respect of any Intra-Group Liabilities if:
(i) that action would result in a breach of a Finance Document; or
(ii) at the time of that action, an Acceleration Event has occurred.
(c) The restrictions in paragraph (b) above shall not apply if:
(i) the Majority External Creditors consent to that action; or
(ii) that action is taken to facilitate Payment of the External Creditor Liabilities.
Acquisition of Intra-Group Liabilities. (i) Subject to paragraph (ii) below, each Debtor may, and may permit any other member of the Group to:
(A) enter into any Liabilities Acquisition; or
(B) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time.
(ii) Subject to paragraph (iii) below, no action described in paragraph (i) above may take place in respect of any Intra-Group Liabilities if:
(A) that action would result in a breach of a Secured Debt Document; or
(B) at the time of that action, an Acceleration Event has occurred.
(iii) The restrictions in paragraph (ii) above shall not apply if:
(A) such action is consented to by an Act of Required Secured Parties; or
(B) that action is taken to facilitate the making of a payment of the Secured Obligations that is otherwise permitted hereunder and under the Secured Debt Documents.
