Common use of Acquisition of Intra-Group Liabilities Clause in Contracts

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 Group 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 of a Primary Creditor 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 Documentsoccurred. (c) The restrictions in paragraph (b) above shall not apply if: (i) that action is taken to facilitate the making of a Permitted Hedge Payment, a Permitted Super Senior Debt Payment, a Permitted Pari Passu Debt Payment, a Permitted Unsecured Payment, a Permitted Independent Security Creditor Payment, a Permitted Second Lien Debt Payment, a Permitted Senior Subordinated Debt Payment which is permitted by this Agreement; or (ii) (A) prior to the Super Senior Discharge Date, the Instructing Group has consented Required Super Senior Creditors consent 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 and Third Party Security Provider may, and may permit any other member of the Group Company 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; the Senior Facilities Agreement; (B) (prior to the Senior Secured Notes Discharge Date) the a Senior Secured Notes Indenture Indenture(s) pursuant to which any Senior Secured Notes remain outstanding (as applicable); or , (C) (prior to the Pari Passu Debt Second Lien Discharge Date) the Second Lien Facilities Agreement or the Second Lien Notes Indenture(s) pursuant to which any Pari Passu Debt Documents;Second Lien Notes remain outstanding; or (D) (prior to the Senior Unsecured Discharge Date) the Senior Unsecured Facilities Agreement or the Senior Unsecured Notes Indenture(s) pursuant to which any Senior Unsecured Notes remain outstanding (as applicable); or (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 Documentsoccurred. (c) The restrictions in paragraph (b) above shall not apply if: (i) prior to the Super Senior Secured 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: (A) (prior to the Super Senior Discharge Date) any of a Credit Facility Document; (B) (prior to Agreement or the Senior Secured Notes Discharge Date) Note Indenture or the Senior Secured Notes Indenture pursuant to which any Senior Secured Notes remain outstanding (as applicable)Second Lien Note Indenture; 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 Documentsoccurred. (c) The restrictions in paragraph (b) above shall not apply if: (i) prior to the Super First Lien Discharge Date the Creditor Representative acting on the instructions of the Majority Credit Facility Lenders and the Senior Discharge Date, Secured Note Trustee acting on the Instructing Group has consented instructions of the Majority Senior Secured Note Creditors consent to that action;; or (ii) on or after the Super Senior First Lien Discharge Date but prior to the Senior Secured Notes Discharge Date, Second Lien Note Trustee acting on the instructions of the Majority Senior Secured Second Lien Note Creditors give written consent consents to that action; or (iii) that action is taken to facilitate the making of a Permitted Credit Facility Payment of the or a Permitted Senior Secured LiabilitiesNote Payment or a Permitted Second Lien Note Payment.