Common use of Option to purchase: Senior Notes Creditors and Permitted Senior Financing Creditors Clause in Contracts

Option to purchase: Senior Notes Creditors and Permitted Senior Financing Creditors. (a) Senior Notes Creditors holding at least a simple majority of the Senior Notes Liabilities or Permitted Senior Financing Creditors holding at least a simple majority of the Permitted Senior Financing Liabilities (the "Senior Secured Acquiring Creditors") may, after an Acceleration Event which is continuing, by giving A44420063 not less than 10 days' notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice), require the transfer to them (or to a nominee or nominees), in accordance with Clause 19.3 (Change of Senior Lender, Permitted Senior Financing Creditor, Permitted Second Lien Financing Creditor or Permitted Parent Financing Creditor), of all, but not part, of the rights, benefits and obligations in respect of the Senior Lender Liabilities and the Operating Facility Liabilities if: (i) that transfer is lawful and, subject to paragraph (ii) below, otherwise permitted by the terms of the Senior Facilities Agreement and the Operating Facility Documents; (ii) any conditions relating to such a transfer contained in the Senior Facilities Agreement and the Operating Facility Documents are complied with, other than: (A) any requirement to obtain the consent of, or consult with, a member of the Group or Third Party Security Provider in relation to such transfer, which consent or consultation shall not be required; and (B) to the extent to which all the Senior Secured Acquiring Creditors provide cash cover for any Letter of Credit, the consent of the relevant Issuing Bank relating to such transfer; (iii) the Senior Facility Agent, on behalf of the Senior Lenders, is paid an amount equal to the aggregate of: (A) any amounts provided as cash cover by the Senior Secured Acquiring Creditors for any Letter of Credit (as envisaged in paragraph (a)(ii)(B) above); (B) all of the Senior Lender Liabilities at that time (whether or not due), including all amounts that would have been payable under the Senior Facilities Agreement if the Senior Facilities were being prepaid by the relevant Debtors on the date of that payment; and (C) all costs and expenses (including legal fees) incurred by the Senior Facility Agent and/or the Senior Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (iv) the Operating Facility Lenders are paid an amount equal to the aggregate of: (A) all of the Operating Facility Liabilities at that time (whether or not due), including all amounts that would have been payable under the Operating Facility Documents if the Operating Facilities were being prepaid by the relevant Debtors on the date of that payment; and (B) all costs and expenses (including legal fees) incurred by the Operating Facility Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (v) as a result of that transfer: (A) the Senior Lenders have no further actual or contingent liability to a Debtor under the Senior Facilities Finance Documents; and A44420063 (B) the Operating Facility Lenders have no further actual or contingent liability to a Debtor under the Operating Facility Documents; (vi) an indemnity is provided from each of the Senior Secured Acquiring Creditors (other than any Senior Agent) or from another third party acceptable to all the Senior Lenders and the Operating Facility Lenders in a form reasonably satisfactory to each Senior Lender and Operating Facility Lender in respect of all costs, expenses, losses and liabilities which may be sustained or incurred by any Senior Lender or Operating Facility Lender in consequence of any sum received or recovered by any Senior Lender or Operating Facility Lender from any person being required (or it being alleged that it is required) to be paid back by or clawed back from any Senior Lender or Operating Facility Lender for any reason; (vii) the transfer is made without recourse to, or representation or warranty from, the Senior Lenders or the Operating Facility Lenders, except that each Senior Lender and Operating Facility Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and (viii) the Senior Parent Creditors have not exercised their rights under Clause 6.13 (Option to purchase: Senior Parent Creditors) or, having exercised such rights, have not failed to complete the acquisition of the relevant Senior Secured Liabilities in accordance with Clause 6.13 (Option to purchase: Senior Parent Creditors). (b) Subject to paragraph (b) of Clause 3.9 (

Option to purchase: Senior Notes Creditors and Permitted Senior Financing Creditors. (a) Senior Notes Creditors holding at least a simple majority of the Senior Notes Liabilities or Permitted Senior Financing Creditors holding at least a simple majority of the Permitted Senior Financing Liabilities (the "“Senior Secured Acquiring Creditors"”) may, after an Acceleration Event which is continuing, by giving A44420063 not less than 10 ten (10) days' ’ notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice), require the transfer to them (or to a nominee or nominees), in accordance with Clause 19.3 (Change of Senior Lender, Second Lien Lender, Permitted Senior Financing Creditor, Permitted Second Lien Financing Creditor or Permitted Parent Financing Creditor), of all, but not part, of the rights, benefits and obligations in respect of the Senior Lender Liabilities, the Priority Facility Liabilities and the Operating Facility Liabilities if: (i) that transfer is lawful and, subject to paragraph (ii) below, otherwise permitted by the terms of the Senior Facilities Agreement Agreement, the Priority Facility Agreements and the Operating Facility Documents; (ii) any conditions relating to such a transfer contained in the Senior Facilities Agreement Agreement, the Priority Facility Agreements and the Operating Facility Documents are complied with, other than: (A) any requirement to obtain the consent of, or consult with, a member of the Group or Third Party Security Provider in relation to such transfer, which consent or consultation shall not be required; and (B) to the extent to which all the Senior Secured Acquiring Creditors provide cash cover for any Letter of Credit, the consent of the relevant Issuing Bank relating to such transfer; (iii) the Senior Facility Agent, on behalf of the Senior Lenders, is paid an amount equal to the aggregate of: (A) any amounts provided as cash cover by the Senior Secured Acquiring Creditors for any Letter of Credit (as envisaged in paragraph (a)(ii)(B) above); (B) all of the Senior Lender Liabilities at that time (whether or not due), including all amounts that would have been payable under the Senior Facilities Agreement if the Senior Facilities were being prepaid by the relevant Debtors on the date of that payment; and (C) all costs and expenses (including legal fees) incurred by the Senior Facility Agent and/or the Senior Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (iv) the Priority Facility Agent, on behalf of the Priority Facility Lenders, is paid an amount equal to the aggregate of: (A) any amounts provided as cash cover by the Senior Secured Acquiring Creditors for any Letter of Credit (as envisaged in paragraph (a)(ii)(B) above); (B) all of the Priority Facility Liabilities at that time (whether or not due), including all amounts that would have been payable under the Priority Facility Agreements if the Priority Facilities were being prepaid by the relevant Debtors on the date of that payment; and (C) all costs and expenses (including legal fees) incurred by the Priority Facility Agent and/or the Priority Facility Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (v) the Operating Facility Lenders are paid an amount equal to the aggregate of: (A) all of the Operating Facility Liabilities at that time (whether or not due), including all amounts that would have been payable under the Operating Facility Documents if the Operating Facilities were being prepaid by the relevant Debtors on the date of that payment; and (B) all costs and expenses (including legal fees) incurred by the Operating Facility Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (vvi) as a result of that transfer: (A) the Senior Lenders have no further actual or contingent liability to a Debtor under the Senior Facilities Finance Documents; and A44420063and (B) the Priority Facility Lenders have no further actual or contingent liability to a Debtor under the Priority Facility Finance Documents; and (C) the Operating Facility Lenders have no further actual or contingent liability to a Debtor under the Operating Facility Documents; (vivii) an indemnity is provided from each of the Senior Secured Acquiring Creditors (other than any Senior Agent) or from another third party acceptable to all the Senior Lenders, the Priority Facility Lenders and the Operating Facility Lenders in a form reasonably satisfactory to each Senior Lender, each Priority Facility Lender and Operating Facility Lender in respect of all costs, expenses, losses and liabilities which may be sustained or incurred by any Senior Lender, Priority Facility Lender or Operating Facility Lender in consequence of any sum received or recovered by any Senior Lender Lender, Priority Facility or Operating Facility Lender from any person being required (or it being alleged that it is required) to be paid back by or clawed back from any Senior Lender or Operating Facility Lender for any reason; (viiviii) the transfer is made without recourse to, or representation or warranty from, the Senior Lenders, the Priority Facility Lenders or the Operating Facility Lenders, except that each Senior Lender, Priority Facility Lender and Operating Facility Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and (viiiix) the Senior Parent Creditors have not exercised their rights under Clause 6.13 (Option to purchase: Senior Parent Creditors) or, having exercised such rights, have not failed to complete the acquisition of the relevant Senior Secured Liabilities in accordance with Clause 6.13 (Option to purchase: Senior Parent Creditors). (b) Subject to paragraph (b) of Clause 3.9 (

Option to purchase: Senior Notes Creditors and Permitted Senior Financing Creditors. (a) Senior Notes Creditors holding at least a simple majority of the Senior Notes Liabilities or Permitted Senior Financing Creditors holding at least a simple majority of the Permitted Senior Financing Liabilities (the "“Senior Secured Acquiring Creditors"”) may, after an Acceleration Event which is continuing, by giving A44420063 not less than 10 ten (10) days' ’ notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice), require the transfer to them (or to a nominee or nominees), in accordance with Clause 19.3 (Change of Senior Lender, Permitted Senior Financing Secured Creditor, Permitted Second Lien Financing Creditor or Permitted Parent Financing Creditor), of all, but not part, of the rights, benefits and obligations in respect of the Revolving Liabilities, the Senior Lender Term Liabilities and the Operating Facility Liabilities if: (i) that transfer is lawful and, subject to paragraph (ii) below, otherwise permitted by the terms of the Revolving Facilities Agreement, the Senior Facilities Term Facility Agreement and the Operating Facility Documents; (ii) any conditions relating to such a transfer contained in the Revolving Facilities Agreement, the Senior Facilities Term Facility Agreement and the Operating Facility Documents are complied with, other than: (A) any requirement to obtain the consent of, or consult with, a member of the Group or Third Party Security Provider in relation to such transfer, which consent or consultation shall not be required; and (B) to the extent to which all the Senior Secured Acquiring Creditors provide cash cover for any Letter of Credit, the consent of the relevant Issuing Bank relating to such transfer; (iii) the Senior Facility Revolving Agent, on behalf of the Senior Revolving Lenders, is paid an amount equal to the aggregate of: (A) any amounts provided as cash cover by the Senior Secured Acquiring Creditors for any Letter of Credit (as envisaged in paragraph (a)(ii)(B) above); (B) all of the Senior Lender Revolving Liabilities at that time (whether or not due), including all amounts that would have been payable under the Senior Revolving Facilities Agreement if the Senior Facilities were Revolving Facility was being prepaid by the relevant Debtors on the date of that payment; and (C) all costs and expenses (including legal fees) incurred by the Senior Facility Revolving Agent and/or the Senior Revolving Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (iv) the Senior Term Agent, on behalf of the Senior Term Lenders, is paid an amount equal to the aggregate of: (A) all of the Senior Term Liabilities at that time (whether or not due), including all amounts that would have been payable under the Senior Term Finance Documents if the facility(ies) thereunder were being prepaid by the relevant Debtors on the date of that payment; and (B) all costs and expenses (including legal fees) incurred by the Senior Term Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (v) the Operating Facility Lenders are paid an amount equal to the aggregate of: (A) all of the Operating Facility Liabilities at that time (whether or not due), including all amounts that would have been payable under the Operating Facility Documents if the Operating Facilities were being prepaid by the relevant Debtors on the date of that payment; and (B) all costs and expenses (including legal fees) incurred by the Operating Facility Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (vvi) as a result of that transfer: (A) the Revolving Lenders have no further actual or contingent liability to a Debtor under the Revolving Finance Documents; (B) the Senior Term Lenders have no further actual or contingent liability to a Debtor under the Senior Facilities Term Finance Documents; and A44420063and (BC) the Operating Facility Lenders have no further actual or contingent liability to a Debtor under the Operating Facility Documents; (vivii) an indemnity is provided from each of the Senior Secured Acquiring Creditors (other than any Senior Agent) or from another third party acceptable to all the Revolving Lenders, the Senior Term Lenders and the Operating Facility Lenders in a form reasonably satisfactory to each Revolving Lender, Senior Term Lender and Operating Facility Lender in respect of all costs, expenses, losses and liabilities which may be sustained or incurred by any Revolving Lender, Senior Term Lender or Operating Facility Lender in consequence of any sum received or recovered by any Revolving Lender, Senior Term Lender or Operating Facility Lender from any person being required (or it being alleged that it is required) to be paid back by or clawed back from any Revolving Lender, Senior Term Lender or Operating Facility Lender for any reason; (viiviii) the transfer is made without recourse to, or representation or warranty from, the Revolving Lenders, the Senior Term Lenders or the Operating Facility Lenders, except that each Revolving Lender, Senior Term Lender and Operating Facility Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and (viiiix) the Senior Parent Creditors have not exercised their rights under Clause 6.13 (Option to purchase: Senior Parent Creditors) or, having exercised such rights, have not failed to complete the acquisition of the relevant Senior Secured Liabilities and the Operating Facility Liabilities in accordance with Clause 6.13 (Option to purchase: Senior Parent Creditors). (b) Subject to paragraph (b) of Clause 3.9 (

Option to purchase: Senior Notes Creditors and Permitted Senior Financing Creditors. (a) Senior Notes Creditors holding at least a simple majority of the Senior Notes Liabilities or Permitted Senior Financing Creditors holding at least a simple majority of the Permitted Senior Financing Liabilities (the "“Senior Secured Acquiring Creditors"”) may, after an Acceleration Event which is continuing, by giving A44420063 not less than 10 days' ’ notice to the Security Agent (with the first notice to prevail in the event that more than one set of Creditors serves such a notice), require the transfer to them (or to a nominee or nominees), in accordance with Clause 19.3 (Change of Senior Lender, Second Lien Lender, Permitted Senior Financing Creditor, Permitted Second Lien Financing Creditor or Permitted Parent Financing Creditor), of all, but not part, of the rights, benefits and obligations in respect of the Senior Lender Liabilities and the Operating Facility Liabilities if: (i) that transfer is lawful and, subject to paragraph (ii) below, otherwise permitted by the terms of the Senior Facilities Agreement and the Operating Facility Documents; (ii) any conditions relating to such a transfer contained in the Senior Facilities Agreement and the Operating Facility Documents are complied with, other than: (A) any requirement to obtain the consent of, or consult with, a member of the Group or Third Party Security Provider in relation to such transfer, which consent or consultation shall not be required; and (B) to the extent to which all the Senior Secured Acquiring Creditors provide cash cover for any Letter of Credit, the consent of the relevant Issuing Bank relating to such transfer; (iii) the Senior Facility Agent, on behalf of the Senior Lenders, is paid an amount equal to the aggregate of: (A) any amounts provided as cash cover by the Senior Secured Acquiring Creditors for any Letter of Credit (as envisaged in paragraph (a)(ii)(B) above); (B) all of the Senior Lender Liabilities at that time (whether or not due), including all amounts that would have been payable under the Senior Facilities Agreement if the Senior Facilities were being prepaid by the relevant Debtors on the date of that payment; and (C) all costs and expenses (including legal fees) incurred by the Senior Facility Agent and/or the Senior Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (iv) the Operating Facility Lenders are paid an amount equal to the aggregate of: (A) all of the Operating Facility Liabilities at that time (whether or not due), including all amounts that would have been payable under the Operating Facility Documents if the Operating Facilities were being prepaid by the relevant Debtors on the date of that payment; and (B) all costs and expenses (including legal fees) incurred by the Operating Facility Lenders and/or the Security Agent as a consequence of giving effect to that transfer; (v) as a result of that transfer: (A) the Senior Lenders have no further actual or contingent liability to a Debtor under the Senior Facilities Finance Documents; and A44420063and (B) the Operating Facility Lenders have no further actual or contingent liability to a Debtor under the Operating Facility Documents; (vi) an indemnity is provided from each of the Senior Secured Acquiring Creditors (other than any Senior Agent) or from another third party acceptable to all the Senior Lenders and the Operating Facility Lenders in a form reasonably satisfactory to each Senior Lender and Operating Facility Lender in respect of all costs, expenses, losses and liabilities which may be sustained or incurred by any Senior Lender or Operating Facility Lender in consequence of any sum received or recovered by any Senior Lender or Operating Facility Lender from any person being required (or it being alleged that it is required) to be paid back by or clawed back from any Senior Lender or Operating Facility Lender for any reason; (vii) the transfer is made without recourse to, or representation or warranty from, the Senior Lenders or the Operating Facility Lenders, except that each Senior Lender and Operating Facility Lender shall be deemed to have represented and warranted on the date of that transfer that it has the corporate power to effect that transfer and it has taken all necessary action to authorise the making by it of that transfer; and (viii) the Senior Parent Creditors have not exercised their rights under Clause 6.13 (Option to purchase: Senior Parent Creditors) or, having exercised such rights, have not failed to complete the acquisition of the relevant Senior Secured Liabilities in accordance with Clause 6.13 (Option to purchase: Senior Parent Creditors). (b) Subject to paragraph (b) of Clause 3.9 (