Common use of Debt Acquisition Clause in Contracts

Debt Acquisition. (a) A Shareholder and its other Standstill Parties may enter into any Debt Transactions, if and only if such Shareholder and its Standstill Parties comply with the provisions of this Section 5.03. (b) In the event a Shareholder or any of its other Standstill Parties enters into a Debt Transaction, such Shareholder shall, and shall procure that its other Standstill Parties shall: (i) Provide written notice thereof to the Protected Party (with a copy to the Company) within 10 days of entering into a Debt Transaction, which notice shall constitute an offer to such Protected Party (an "Offer Notice") (which offer shall be legally binding on the Standstill Party upon acceptance by such Protected Party or the Company or the Company's designee on behalf of such Protected Party; provided such designee is either a recognized financial institution or a telecommunications equipment vendor of the Company, VIP-R or the Protected Party) to sell to such Protected Party, the Company or the Company's designee, such Debt Obligation (and, if applicable, the underlying obligation to which such Debt Obligation relates, such underlying obligation or Debt Obligation, as applicable, being the "Relevant Obligation") at a purchase price equal to the lesser of the Fair Market Value thereof, or one hundred percent (100%) of the aggregate unpaid principal amount of the Relevant Obligation plus any accrued interest and other amounts, if any, owing under the Relevant Obligation up to (but excluding) the purchase date thereof. (ii) Within ten (10) Business Days from the date of notice of an intention to accept such offer by the Protected Party, the Company or the Company's designee, the Standstill Party shall provide a copy of the document(s) evidencing the outstanding amount of the Relevant Obligation and a calculation of the purchase price thereof showing the amount of unpaid principal, any accrued interest thereon and any other amounts owing thereunder, as well as the basis for determining the Fair Market Value thereof (a "Price Notice"). Within five (5) Business Days from the date of receipt of the Price Notice, the Protected Party, the Company or the Company's designee shall notify the Standstill Party whether it accepts the offer at such time and, if so, shall purchase such Relevant Obligation at such time. If the Protected Party, the Company or the Company's designee, as applicable, do not accept such offer at such time, the provisions of this Section 5.03(b) shall remain in effect with respect to such Relevant Obligation. (iii) The Standstill Party shall not be restricted from selling or otherwise disposing of the Relevant Obligation at any time prior to the acceptance of the Offer Notice in accordance with the terms hereof; provided, however, that the Standstill Party shall provide written notice to the Protected Party (with a copy to the Company) within ten (10) days of such sale or disposition. (c) In the event a Shareholder or any of its other Standstill Parties enters into a Debt Transaction, such Shareholder shall, and shall procure that its other Standstill Parties shall, prior to initiating or participating in any enforcement action or bankruptcy proceeding against any Protected Party with respect to any Debt Obligation, provide at least ninety (90) days, prior written notice thereof to the Protected Party (with a copy to the Company) and adhere to the procedures set forth in Section 5.03(b)(i) and 5.03(b)(ii). (d) In the event a Shareholder or any of its other Standstill Parties initiates or participates in the initiation of any enforcement action or bankruptcy proceeding against any Protected Party with respect to any Debt Obligation without adhering to the provisions of Section 5.03(c), such Shareholder shall, and shall procure that its other Standstill Parties shall, immediately file all documents necessary to terminate or cause the termination of such action or proceeding within five (5) Business Days of receiving notice from the Protected Party, the Company or any Shareholder that the entity against whom such bankruptcy proceeding was initiated is a Protected Party, and shall thereafter use its best efforts to ensure that such enforcement action or bankruptcy proceeding is terminated, and immediately thereafter or simultaneously with such actions, the relevant Standstill Party shall make an offer to sell to such Protected Party (which offer shall be legally binding on the Standstill Party upon acceptance by such Protected Party or the Company or the Company's designee, as the case may be, on behalf of such Protected Party) and shall sell such Relevant Obligation to the relevant Protected Party or the Company or the Company's designee, as the case may be, pursuant to Section 5.03(b), if such offer is accepted. (e) Any breach of Section 5.03(b) shall be deemed cured and no violation of Section 5.03(b) shall be deemed to have occurred or to exist if (x) the aggregate principal amount of the Relevant Obligation is less than US$10,000,000 (calculated without any accrued interest, penalties or other similar amounts thereon), and (y) the terms of Section 5.03(b) are complied with immediately upon the Shareholder becoming aware that it or any of its Standstill Parties have entered into the Debt Transaction. (f) Any breach of Section 5.03(c) shall be deemed cured and no violation of Section 5.03(c) shall be deemed to have occurred or to exist if (x) the aggregate principal amount of the Relevant Obligation is less than US$10,000,000 (calculated without any accrued interest, penalties or other similar amounts thereon), (y) the Protected Party is neither the Company, nor any Consolidated Subsidiary of the Company, nor VIP-R nor any Consolidated Subsidiary of VIP-R, and (z) the Standstill Party complies with Section 5.03(d) and such enforcement action or bankruptcy proceeding is thereafter terminated. (g) The Company will promptly inform, and will cause any Protected Party affected by any Debt Transaction, to promptly inform each Shareholder if the Company becomes aware of any violation of the terms of this Section 5.03.

Debt Acquisition. (a) A Shareholder Party and its other Standstill Parties may enter into any Debt Transactions, Transactions if and only if such Shareholder Party and its Standstill Parties comply with the provisions of this Section 5.03. (b) In the event a Shareholder Party or any of its other Standstill Parties enters into a Debt Transaction, such Shareholder Party shall, and shall procure that its other Standstill Parties shall: (i) Provide written notice thereof to the Protected Party (with a copy to the Company) within 10 days of entering into a Debt Transaction, which notice shall constitute an offer to such Protected Party (an "Offer NoticeOFFER NOTICE") (which offer shall be legally binding on the Standstill Party upon acceptance by such Protected Party or the Company or the Company's designee on behalf of such Protected Party; provided such designee is either a recognized financial institution or a telecommunications equipment vendor of the Company, VIP-R VIP or the Protected Party) to sell to such Protected Party, the Company or the Company's designee, such Debt Obligation (and, if applicable, the underlying obligation to which such Debt Obligation relates, such underlying obligation or Debt Obligation, as applicable, being the "Relevant ObligationRELEVANT OBLIGATION") at a purchase price equal to the lesser of the Fair Market Value thereof, or one hundred percent (100%) of the aggregate unpaid principal amount of the Relevant Obligation plus any accrued interest and other amounts, if any, owing under the Relevant Obligation up to (but excluding) the purchase date thereof. (ii) Within ten (10) Business Days from the date of notice of an intention to accept such offer by the Protected Party, the Company or the Company's designee, the Standstill Party shall provide a copy of the document(s) evidencing the outstanding amount of the Relevant Obligation and a calculation of the purchase price thereof showing the amount of unpaid principal, any accrued interest thereon and any other amounts owing thereunder, as well as the basis for determining the Fair Market Value thereof (a "Price NoticePRICE NOTICE"). Within five (5) Business Days from the date of receipt of the Price Notice, the Protected Party, the Company or the Company's designee shall notify the Standstill Party whether it accepts the offer at such time and, if so, shall purchase such Relevant Obligation at such time. If the Protected Party, the Company or the Company's designee, as applicable, do not accept such offer at such time, the provisions of this Section 5.03(b) shall remain in effect with respect to such Relevant Obligation. (iii) The Standstill Party shall not be restricted from selling or otherwise disposing of the Relevant Obligation at any time prior to the acceptance of the Offer Notice in accordance with the terms hereof; provided, however, that the Standstill Party shall provide written notice to the Protected Party (with a copy to the Company) within ten (10) days of such sale or disposition. (c) In the event a Shareholder or any of its other Standstill Parties enters into a Debt Transaction, such Shareholder shall, and shall procure that its other Standstill Parties shall, prior to initiating or participating in any enforcement action or bankruptcy proceeding against any Protected Party with respect to any Debt Obligation, provide at least ninety (90) days, prior written notice thereof to the Protected Party (with a copy to the Company) and adhere to the procedures set forth in Section 5.03(b)(i) and 5.03(b)(ii). (d) In the event a Shareholder or any of its other Standstill Parties initiates or participates in the initiation of any enforcement action or bankruptcy proceeding against any Protected Party with respect to any Debt Obligation without adhering to the provisions of Section 5.03(c), such Shareholder shall, and shall procure that its other Standstill Parties shall, immediately file all documents necessary to terminate or cause the termination of such action or proceeding within five (5) Business Days of receiving notice from the Protected Party, the Company or any Shareholder that the entity against whom such bankruptcy proceeding was initiated is a Protected Party, and shall thereafter use its best efforts to ensure that such enforcement action or bankruptcy proceeding is terminated, and immediately thereafter or simultaneously with such actions, the relevant Standstill Party shall make an offer to sell to such Protected Party (which offer shall be legally binding on the Standstill Party upon acceptance by such Protected Party or the Company or the Company's designee, as the case may be, on behalf of such Protected Party) and shall sell such Relevant Obligation to the relevant Protected Party or the Company or the Company's designee, as the case may be, pursuant to Section 5.03(b), if such offer is accepted. (e) Any breach of Section 5.03(b) shall be deemed cured and no violation of Section 5.03(b) shall be deemed to have occurred or to exist if (x) the aggregate principal amount of the Relevant Obligation is less than US$10,000,000 (calculated without any accrued interest, penalties or other similar amounts thereon), and (y) the terms of Section 5.03(b) are complied with immediately upon the Shareholder becoming aware that it or any of its Standstill Parties have entered into the Debt Transaction. (f) Any breach of Section 5.03(c) shall be deemed cured and no violation of Section 5.03(c) shall be deemed to have occurred or to exist if (x) the aggregate principal amount of the Relevant Obligation is less than US$10,000,000 (calculated without any accrued interest, penalties or other similar amounts thereon), (y) the Protected Party is neither the Company, nor any Consolidated Subsidiary of the Company, nor VIP-R nor any Consolidated Subsidiary of VIP-R, and (z) the Standstill Party complies with Section 5.03(d) and such enforcement action or bankruptcy proceeding is thereafter terminated. (g) The Company will promptly inform, and will cause any Protected Party affected by any Debt Transaction, to promptly inform each Shareholder if the Company becomes aware of any violation of the terms of this Section 5.03.the

Debt Acquisition. (a) A Shareholder Party and its other Standstill Parties may enter into any Debt Transactions, Transactions if and only if such Shareholder Party and its Standstill Parties comply with the provisions of this Section 5.03. (b) In the event a Shareholder Party or any of its other Standstill Parties enters into a Debt Transaction, such Shareholder Party shall, and shall procure that its other Standstill Parties shall: (i) Provide written notice thereof to the Protected Party (with a copy to the Company) within 10 days of entering into a Debt Transaction, which notice shall constitute an offer to such Protected Party (an "Offer Notice") (which offer shall be legally binding on the Standstill Party upon acceptance by such Protected Party or the Company or the Company's designee on behalf of such Protected Party; provided such designee is either a recognized financial institution or a telecommunications equipment vendor of the Company, VIP-R VIP or the Protected Party) to sell to such Protected Party, the Company or the Company's designee, such Debt Obligation (and, if applicable, the underlying obligation to which such Debt Obligation relates, such underlying obligation or Debt Obligation, as applicable, being the "Relevant Obligation") at a purchase price equal to the lesser of the Fair Market Value thereof, or one hundred percent (100%) of the aggregate unpaid principal amount of the Relevant Obligation plus any accrued interest and other amounts, if any, owing under the Relevant Obligation up to (but excluding) the purchase date thereof. (ii) Within ten (10) Business Days from the date of notice of an intention to accept such offer by the Protected Party, the Company or the Company's designee, the Standstill Party shall provide a copy of the document(s) evidencing the outstanding amount of the Relevant Obligation and a calculation of the purchase price thereof showing the amount of unpaid principal, any accrued interest thereon and any other amounts owing thereunder, as well as the basis for determining the Fair Market Value thereof (a "Price Notice"). Within five (5) Business Days from the date of receipt of the Price Notice, the Protected Party, the Company or the Company's designee shall notify the Standstill Party whether it accepts the offer at such time and, if so, shall purchase such Relevant Obligation at such time. If the Protected Party, the Company or the Company's designee, as applicable, do not accept such offer at such time, the provisions of this Section 5.03(b) shall remain in effect with respect to such Relevant Obligation. (iii) The Standstill Party shall not be restricted from selling or otherwise disposing of the Relevant Obligation at any time prior to the acceptance of the Offer Notice in accordance with the terms hereof; provided, however, that the Standstill Party shall -------- ------- provide written notice to the Protected Party (with a copy to the Company) within ten (10) days of such sale or disposition. (c) In the event a Shareholder Party or any of its other Standstill Parties enters into a Debt Transaction, such Shareholder Party shall, and shall procure that its other Standstill Parties shall, prior to initiating or participating in any enforcement action or bankruptcy proceeding against any Protected Party with respect to any Debt Obligation, provide at least ninety (90) days, 90 days prior written notice thereof to the Protected Party (with a copy to the Company) and adhere to the procedures set forth in Section 5.03(b)(i) and 5.03(b)(ii). (d) In the event a Shareholder Party or any of its other Standstill Parties initiates or participates in the initiation of any enforcement action or bankruptcy proceeding against any Protected Party with respect to any Debt Obligation without adhering to the provisions of Section 5.03(c), such Shareholder Party shall, and shall procure that its other Standstill Parties shall, immediately file all documents papers necessary to terminate or cause the termination of such action or proceeding within five (5) Business Days of receiving notice from the Protected Party, the Company or any Shareholder Party that the entity against whom such bankruptcy proceeding was initiated is a Protected Party, and shall thereafter use its best efforts to ensure that such enforcement action or bankruptcy proceeding is terminated, and immediately thereafter or simultaneously with such actions, the relevant Standstill Party shall make an offer to sell to such Protected Party (which offer shall be legally binding on the Standstill Party upon acceptance by such Protected Party or the Company or the Company's designee, as the case may be, on behalf of such Protected Party) and shall sell such Relevant Obligation to the relevant Protected Party or the Company or the Company's designee, as the case may be, pursuant to Section 5.03(b), if such offer is accepted. (e) Any breach of Section 5.03(b) shall be deemed cured and no violation of Section 5.03(b) shall be deemed to have occurred or to exist if if: (x) the aggregate principal amount of the Relevant Obligation is less than US$10,000,000 (calculated without any accrued interest, penalties or other similar amounts thereon), and (y) the terms of Section 5.03(b) are complied with immediately upon the Shareholder Party becoming aware that of it or any of its Standstill Parties have entered into the Debt Transaction. (f) Any breach of Section 5.03(c) shall be deemed cured and no violation of Section 5.03(c) shall be deemed to have occurred or to exist if if: (x) the aggregate principal amount of the Relevant Obligation is less than US$10,000,000 (calculated without any accrued interest, penalties or other similar amounts thereon), (y) the Protected Party is neither VIP, nor any Consolidated Subsidiary of VIP, nor the Company, nor any Consolidated Subsidiary of the Company, nor VIP-R nor any Consolidated Subsidiary of VIP-R, and (z) the Standstill Party complies with Section 5.03(d) and such enforcement action or bankruptcy proceeding is thereafter terminated. (g) The Each of the Company will promptly informand VIP will, and or will cause any each Protected Party affected by any Debt Transactionto, to promptly inform each Shareholder other Party if the Company it becomes aware of any violation of the terms of this Section 5.03.