Common use of Permitted Debt Purchase Transactions Clause in Contracts

Permitted Debt Purchase Transactions. (a) The Borrower shall not enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 25. (b) The Borrower may purchase by way of transfer, pursuant to Clause 24 (Changes to the Lenders), a participation in any Term Loan and any related Commitment where: (i) such purchase is made for a consideration of less than par; (ii) such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and (iii) such purchase is made at a time when no Default is continuing; (i) A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a “Solicitation Process”) which is carried out as follows. (ii) Prior to 11:00 am on a given Business Day (the “Solicitation Day”) the Borrower or a financial institution acting on its behalf (the “Purchase Agent”) will approach each Lender which participates in the relevant Term Facility to enable it to offer to sell to the Borrower an amount of its participation in one or more Term Facilities. Any Lender wishing to make such an offer shall, by 11:00 am on the second Business Day following such Solicitation Day, communicate to the Borrower or the Purchase Agent, as applicable, details of the amount of its participations, and in which Term Facilities, it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11:00 am on the fourth Business Day following such Solicitation Day and shall be capable of acceptance by the Borrower on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent or the Borrower, as applicable, will communicate to the relevant Lenders which offers have been accepted by 12 noon on the fourth Business Day following such Solicitation Day. In any event by 11:00 am on the fifth Business Day following such Solicitation Date, the Borrower shall notify the Agent of the amounts of the participations purchased through the relevant Solicitation Process, the identity of the Term Facility Lenders to which they relate and the average price paid for the purchase of participations in each relevant Term Facility. The Agent shall disclose such information to any Lender that requests such disclosure. (iii) Any purchase of participations in the Term Facilities pursuant to a Solicitation Process shall be completed and settled on or before the sixth Business Day after the relevant Solicitation Day. (iv) In accepting any offers made pursuant to a Solicitation Process the Borrower shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in a particular Term Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in a particular Term Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis. (i) A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an “Open Order Process”) which is carried out as follows. (ii) The Borrower may by itself or through another Purchase Agent or Purchase Agents place an open order (an “Open Order”) to purchase participations in one or more of the Term Facilities up to a set aggregate amount at a set price by notifying at the same time all the Lenders participating in the relevant Term Facilities of the same. Any Lender wishing to sell pursuant to an Open Order will, by 11:00 am on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations and in which Term Facilities, it is offering to sell. Any such offer to sell shall be irrevocable until 11:00 am on the Business Day following the date of such offer from the Lender and shall be capable of acceptance by the Borrower on or before such time by it communicating such acceptance in writing to the relevant Lender. (iii) Any purchase of participations in the Term Facilities pursuant to an Open Order Process shall be completed and settled by the Borrower on or before the fifth Business Day after the date of the relevant offer by a Lender to sell under the relevant Open Order. (iv) If in respect of participations in a Term Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of such Term Facility to which an Open Order relates would be exceeded, the Borrower shall only accept such offers on a pro rata basis. (v) The Borrower shall, by 11:00 am on the sixth Business Day following the date on which an Open Order is placed, notify the Agent of the amounts of the participations purchased through such Open Order Process and the identity of the Term Facility Lenders to which they relate. The Agent shall disclose such information to any Lender that requests the same. (e) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may be implemented. (f) In relation to any Debt Purchase Transaction entered into pursuant to this Clause 25.1, notwithstanding any other term of this Agreement or the other Finance Documents: (i) on completion of the relevant transfer pursuant to Clause 24 (Changes to the Lenders), the portions of the Term Loans to which it relates shall be extinguished and: (A) (in relation to Facility A Loans) the obligations under Clause 7.1 (Repayment of Facility A Loans) shall be satisfied rateably; and (B) (in relation to Facility C Loans) the obligations under Clause 7.3 (Repayment of Facility C Loans) shall be satisfied in such manner as the Facility C Lenders may agree; (ii) the Borrower (which is the transferee) shall be deemed to be an entity which fulfils the requirements of Clause 24.1 (Transfers by the Lenders) to be a New Lender (as defined in such Clause); (iii) Clause 29 (Sharing among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction; and (iv) for the avoidance of doubt, any extinguishment of any part of the Term Loans shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement.

Permitted Debt Purchase Transactions. (a) The Borrower Oi shall not, and shall procure that each other member of the Group shall not (i) enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 2523 or (ii) beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of "Debt Purchase Transaction". (b) The Borrower An Obligor (or any member of the Group) may purchase by way of transferassignment, pursuant to Clause 24 22 (Changes to the Lenders), a participation in any Term Loan and any related Commitment where: (i) such purchase is made for a consideration of less than par; (ii) where such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and. (iii) such purchase is made at a time when no Default is continuing; (ic) A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation reverse auction process (a “Solicitation "Reverse Auction Process”") which is carried out as followsin accordance with section 4.7 (Revers auction for prepayment of Unsecured Credits) of the RJ Plan Amendment. (ii) Prior to 11:00 am on a given Business Day (the “Solicitation Day”) the Borrower or a financial institution acting on its behalf (the “Purchase Agent”) will approach each Lender which participates in the relevant Term Facility to enable it to offer to sell to the Borrower an amount of its participation in one or more Term Facilities. Any Lender wishing to make such an offer shall, by 11:00 am on the second Business Day following such Solicitation Day, communicate to the Borrower or the Purchase Agent, as applicable, details of the amount of its participations, and in which Term Facilities, it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11:00 am on the fourth Business Day following such Solicitation Day and shall be capable of acceptance by the Borrower on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent or the Borrower, as applicable, will communicate to the relevant Lenders which offers have been accepted by 12 noon on the fourth Business Day following such Solicitation Day. In any event by 11:00 am on the fifth Business Day following such Solicitation Date, the Borrower shall notify the Agent of the amounts of the participations purchased through the relevant Solicitation Process, the identity of the Term Facility Lenders to which they relate and the average price paid for the purchase of participations in each relevant Term Facility. The Agent shall disclose such information to any Lender that requests such disclosure. (iii) Any purchase of participations in the Term Facilities pursuant to a Solicitation Process shall be completed and settled on or before the sixth Business Day after the relevant Solicitation Day. (iv) In accepting any offers made pursuant to a Solicitation Process the Borrower shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in a particular Term Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in a particular Term Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis. (i) A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an “Open Order Process”) which is carried out as follows. (ii) The Borrower may by itself or through another Purchase Agent or Purchase Agents place an open order (an “Open Order”) to purchase participations in one or more of the Term Facilities up to a set aggregate amount at a set price by notifying at the same time all the Lenders participating in the relevant Term Facilities of the same. Any Lender wishing to sell pursuant to an Open Order will, by 11:00 am on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations and in which Term Facilities, it is offering to sell. Any such offer to sell shall be irrevocable until 11:00 am on the Business Day following the date of such offer from the Lender and shall be capable of acceptance by the Borrower on or before such time by it communicating such acceptance in writing to the relevant Lender. (iii) Any purchase of participations in the Term Facilities pursuant to an Open Order Process shall be completed and settled by the Borrower on or before the fifth Business Day after the date of the relevant offer by a Lender to sell under the relevant Open Order. (iv) If in respect of participations in a Term Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of such Term Facility to which an Open Order relates would be exceeded, the Borrower shall only accept such offers on a pro rata basis. (v) The Borrower shall, by 11:00 am on the sixth Business Day following the date on which an Open Order is placed, notify the Agent of the amounts of the participations purchased through such Open Order Process and the identity of the Term Facility Lenders to which they relate. The Agent shall disclose such information to any Lender that requests the same. (ed) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Reverse Auction Process may be implemented. (fe) In relation to any Debt Purchase Transaction entered into pursuant to this Clause 25.123.1, notwithstanding any other term of this Agreement or the other Finance Documents: (i) on completion of the relevant transfer assignment pursuant to Clause 24 22 (Changes to the Lenders), the portions of the Term Loans to which it relates shall be extinguished and: (A) (in relation to Facility A Loans) the obligations under Clause 7.1 (and any related Repayment of Facility A Loans) shall Instalments will be satisfied rateably; and (B) (in relation to Facility C Loans) the obligations under Clause 7.3 (Repayment of Facility C Loans) shall be satisfied in such manner as the Facility C Lenders may agreereduced pro-rata accordingly; (ii) such Debt Purchase Transaction and the related extinguishment referred to in paragraph (i) above shall constitute a prepayment of the Facility; (iii) the Borrower (which is the transferee) assignee shall be deemed to be an entity which fulfils the requirements of Clause 24.1 22.1 (Transfers Assignments and transfers by the Lenders) to be a New Lender (as defined in such Clause)Lender; (iiiiv) no member of the Group shall be deemed to be in breach of any provision Clause 20 (General Undertakings) solely by reason of such Debt Purchase Transaction; (v) Clause 29 27 (Sharing among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction; and (ivvi) for the avoidance of doubt, any extinguishment of any part of the Term Loans shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement.

Permitted Debt Purchase Transactions. (a) The Borrower shall not not, and shall procure that each other member of the Group shall not, (i) enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 25. (b) The Borrower may purchase by way of transfer, pursuant to Clause 24 (Changes to the Lenders), a participation in any Term Loan and any related Commitment where: (i) such purchase is made for a consideration of less than par; or (ii) such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and (iii) such purchase is made at be a time when no Default is continuing; (i) A Lender or a party to a Debt Purchase Transaction of the type referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a “Solicitation Process”) which is carried out as followsof the definition of "Debt Purchase Transaction". (iib) Prior to 11:00 am on For so long as a given Business Day (the “Solicitation Day”) the Borrower or a financial institution acting on its behalf (the “Purchase Agent”) will approach each Lender which participates in the relevant Term Facility to enable it to offer to sell to the Borrower an amount of its participation in one or more Term Facilities. Any Lender wishing to make such an offer shall, by 11:00 am on the second Business Day following such Solicitation Day, communicate to the Borrower or the Purchase Agent, as applicable, details of the amount of its participations, and in which Term Facilities, it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11:00 am on the fourth Business Day following such Solicitation Day and shall be capable of acceptance by the Borrower on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent or the Borrower, as applicable, will communicate to the relevant Lenders which offers have been accepted by 12 noon on the fourth Business Day following such Solicitation Day. In any event by 11:00 am on the fifth Business Day following such Solicitation Date, the Borrower shall notify the Agent of the amounts of the participations purchased through the relevant Solicitation Process, the identity of the Term Facility Lenders to which they relate and the average price paid for the purchase of participations in each relevant Term Facility. The Agent shall disclose such information to any Lender that requests such disclosure. (iii) Any purchase of participations in the Term Facilities pursuant to a Solicitation Process shall be completed and settled on or before the sixth Business Day after the relevant Solicitation Day. (iv) In accepting any offers made pursuant to a Solicitation Process the Borrower shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in a particular Term Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in a particular Term Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis. Shareholder Affiliate (i) A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an “Open Order Process”) which is carried out as follows. beneficially owns a Commitment or (ii) The Borrower may by itself or through another Purchase Agent or Purchase Agents place an open order (an “Open Order”) to purchase participations in one or more of the Term Facilities up has entered into Participation relating to a set aggregate amount at a set price by notifying at the same time all the Lenders participating in the relevant Term Facilities of the same. Any Lender wishing to sell pursuant to an Open Order will, by 11:00 am on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, Commitment and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations and in which Term Facilities, it is offering to sell. Any such offer to sell shall be irrevocable until 11:00 am on the Business Day following the date of such offer from the Lender and shall be capable of acceptance by the Borrower on or before such time by it communicating such acceptance in writing to the relevant Lender. (iii) Any purchase of participations in the Term Facilities pursuant to an Open Order Process shall be completed and settled by the Borrower on or before the fifth Business Day after the date of the relevant offer by a Lender to sell under the relevant Open Order. (iv) If in respect of participations in a Term Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of such Term Facility to which an Open Order relates would be exceeded, the Borrower shall only accept such offers on a pro rata basis. (v) The Borrower shall, by 11:00 am on the sixth Business Day following the date on which an Open Order is placed, notify the Agent of the amounts of the participations purchased through such Open Order Process and the identity of the Term Facility Lenders to which they relate. The Agent shall disclose such information to any Lender that requests the same. (e) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may be implemented. (f) In relation to any Debt Purchase Transaction entered into pursuant to this Clause 25.1, notwithstanding any other term of this Agreement or the other Finance DocumentsParticipation has not been terminated: (i) on completion of in ascertaining the relevant transfer pursuant to Clause 24 Majority Lenders or whether any given percentage (Changes to the Lenders)including, the portions of the Term Loans to which it relates shall be extinguished and: (A) (in relation to Facility A Loans) the obligations under Clause 7.1 (Repayment of Facility A Loans) shall be satisfied rateably; and (B) (in relation to Facility C Loans) the obligations under Clause 7.3 (Repayment of Facility C Loans) shall be satisfied in such manner as the Facility C Lenders may agree; (ii) the Borrower (which is the transferee) shall be deemed to be an entity which fulfils the requirements of Clause 24.1 (Transfers by the Lenders) to be a New Lender (as defined in such Clause); (iii) Clause 29 (Sharing among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction; and (iv) for the avoidance of doubt, any extinguishment of any part unanimity) of the Term Loans Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, such Commitment shall be deemed to be zero; and (ii) for the purposes of Clause 36.2 (Exceptions), such Shareholder Affiliate or the person with whom it has entered into such Participation shall be deemed not to be a Lender. (c) Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Shareholder Affiliate (a "Notifiable Debt Purchase Transaction"). (d) A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party: (i) is terminated; or (ii) ceases to be with a Shareholder Affiliate. (e) Each Shareholder Affiliate that is a Lender agrees that: (i) in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not affect attend or participate in the same if so requested by the Agent or be entitled to receive the agenda or any amendment minutes of the same; and (ii) in its capacity as Lender, it shall not be entitled to receive any report or waiver which prior to such extinguishment had been approved by other document prepared at the behest of, or on behalf the instructions of, the Agent or one or more of the requisite Lender or Lenders in accordance with this AgreementLenders.

Permitted Debt Purchase Transactions. (a) The Borrower shall not not, and shall procure that the Parent and each other member of the Group shall not: (i) enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 2523; or (ii) beneficially own all or any part of the share capital of a company that is a Lender or a party to a Participation. (b) The Borrower may purchase by way of assignment or transfer, pursuant to Clause 24 21 (Changes to the Lenders), a participation in any Term the Loan and any related Commitment where: (i) such purchase is made for a consideration of less than par; (ii) such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and (iii) such purchase is made at a time when no Default is continuing;. (i) A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a “Solicitation Process”) which is carried out as follows. (ii) Prior to 11:00 am a.m. on a given Business Day (the “Solicitation Day”) the Borrower or a financial institution acting on its behalf (the “Purchase Agent”) will approach at the same time each Lender which participates in the relevant Term Facility to enable it them to offer to sell to the Borrower an amount of its their participation in one or more Term Facilitiesthe Facility. Any Lender wishing to make such an offer shall, by 11:00 am a.m. on the second fifth Business Day following such Solicitation Day, communicate to the Borrower or the Purchase Agent, as applicable, Agent details of the amount of its participations, and participations in which Term Facilities, the Facility it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11:00 am a.m. on the fourth sixth Business Day following such Solicitation Day and shall be capable of acceptance by the Borrower on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent or (if someone other than the Borrower, as applicable, ) will communicate to the relevant Lenders which offers have been accepted by 12 12:00 noon on the fourth sixth Business Day following such Solicitation Day. In any event by 11:00 am 5:00 p.m. on the fifth seventh Business Day following such Solicitation DateDay, the Borrower shall notify the Facility Agent of the amounts of the participations in the Facility purchased from which Lenders through the relevant Solicitation Process, the identity of the Term Facility Lenders to which they relate Process and the average price paid for the purchase of participations in each relevant Term the Facility. The Facility Agent shall promptly disclose such information to any Lender that requests such disclosurethe Lenders. (iii) Any purchase of participations in the Term Facilities Facility pursuant to a Solicitation Process shall be completed and settled between the Borrower, the Purchase Agent and the relevant Lenders directly on or before the sixth eighth Business Day after the relevant Solicitation Day. (iv) In accepting any offers made pursuant to a Solicitation Process the Borrower shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in a particular Term the Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in a particular Term the Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis. (i) A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an “Open Order Process”) which is carried out as follows. (ii) The Borrower may by itself or through another Purchase Agent or Purchase Agents place an open order (an “Open Order”) to purchase participations in one or more of the Term Facilities Facility up to a set aggregate amount at a set price by notifying at the same time all the Lenders participating in the relevant Term Facilities Facility of the same. Any Lender wishing to sell pursuant to an Open Order will, by 11:00 am a.m. on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations and in which Term Facilities, the Facility it is offering to sell. Any such offer to sell shall be irrevocable until 11:00 am a.m. on the Business Day following the date of such offer from the Lender and shall be capable of acceptance by the Borrower on or before such time by it communicating such acceptance in writing to the relevant Lender. (iii) Any purchase of participations in the Term Facilities Facility pursuant to an Open Order Process shall be completed and settled by the Borrower on or before the fifth fourth Business Day after the date of the relevant offer by a Lender to sell under the relevant Open Order. (iv) If in respect of participations in a Term the Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of such Term the Facility to which an Open Order relates would be exceeded, the Borrower shall only accept such offers on a pro rata basis. (v) The Borrower shall, by 11:00 am 5.00 p.m. on the sixth Business Day following the date on which an Open Order is placed, notify the Facility Agent of the amounts of the participations purchased from which Lenders through such Open Order Process and the identity of the Term Facility Lenders to which they relateProcess. The Facility Agent shall as soon as reasonably practicable disclose such information to any Lender that requests the sameLenders. (e) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may be implemented. (f) In relation to any Debt Purchase Transaction entered into pursuant to this Clause 25.123, notwithstanding any other term of this Agreement or the other Finance Documents: (i) on completion of the relevant assignment or transfer (constituting such Debt Purchase Transaction) pursuant to Clause 24 21 (Changes to the Lenders), the portions of the Term Loans Loan to which it relates shall be extinguished and: (A) (in relation to Facility A Loans) the obligations under Clause 7.1 (Repayment of Facility A Loans) shall be satisfied rateably; and (B) (in relation to Facility C Loans) the obligations under Clause 7.3 (Repayment of Facility C Loans) shall be satisfied in such manner as the Facility C Lenders may agreeextinguished; (ii) such Debt Purchase Transaction and the Borrower related extinguishment referred to in paragraph (i) above shall not constitute a prepayment of the Facility; (iii) the person which is the transfereeassignee or transferee (in respect of such assignment or transfer) shall be deemed to be an entity which fulfils the requirements of Clause 24.1 21.1 (Transfers Assignments and transfers by the Lenders) to be a New Lender (as defined in such Clause); (iiiiv) the Borrower shall not be deemed to be in breach of any provision of Clause 19 (General Undertakings) or any other provision of any Finance Document solely by reason of such Debt Purchase Transaction; (v) Clause 29 25 (Sharing among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction; and (ivvi) for the avoidance of doubt, any extinguishment of any part of the Term Loans Loan shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement. (g) The Facility Agent shall not be obliged to execute a Transfer Certificate with respect to any Debt Purchase Transaction unless it is satisfied that it has completed all necessary “know your customer” and other similar procedures that it is required to conduct in relation to the transfer to such New Lender and has received the assignment or transfer fee pursuant to Clause 21.3 (Assignment or transfer fee).

Permitted Debt Purchase Transactions. (a) The Borrower Obligors’ Agent shall not, and shall procure that each other member of the Group shall not (i) enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 2530.1 or (ii) beneficially own all or any part of the share capital of a company that is a Lender or a party to a Debt Purchase Transaction of the type referred to in paragraphs (b) or (c) of the definition of Debt Purchase Transaction. (b) The Borrower Any member of the Group (a Purchaser) may purchase by way of transferassignment, pursuant to Clause 24 29 (Changes to the Lenders), a participation in any Term Loan and any related Commitment where: (i) such purchase is made for a consideration of less than par;; and (ii) the consideration for such purchase is funded from Permitted Additional Equity or Retained Excess Cashflow; and (iii) such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and. (iii) such purchase is made at a time when no Default is continuing; (ic) A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a “Solicitation Process”) which is carried out as follows. (iii) Prior to 11:00 am 11.00 a.m. on a given Business Day (the “Solicitation Day”) the Borrower Obligors’ Agent or a financial institution acting on its behalf (the “Purchase Agent”) will approach at the same time each Lender which participates in the relevant Term Facility Facilities to enable it them to offer to sell to the Borrower relevant Purchaser an amount of its their participation in one or more relevant Term Facilities. Any Lender wishing to make such an offer shall, by 11:00 am 11.00 a.m. on the second Business Day following such Solicitation Day, communicate to the Borrower or the Purchase Agent, as applicable, Agent details of the amount of its participations, and in which Term Facilities, it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11:00 am 11.00 a.m. on the fourth third Business Day following such Solicitation Day and shall be capable of acceptance by the Borrower Obligors’ Agent on behalf of the relevant Purchaser on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent or (if someone other than the Borrower, as applicable, Obligors’ Agent) will communicate to the relevant Lenders which offers have been accepted by 12 noon on the fourth third Business Day following such Solicitation Day. In any event by 11:00 am 5.00 p.m. on the fifth fourth Business Day following such Solicitation DateDay, the Borrower Obligors’ Agent shall notify the Agent of the amounts of the participations purchased through the relevant Solicitation Process, the identity of the Term Facility Lenders Facilities to which they relate and the average price paid for the purchase of participations in each relevant Term Facility. The Agent shall promptly disclose such information to any Lender that requests such disclosurethe Lenders. (iiiii) Any purchase of participations in the Term Facilities pursuant to a Solicitation Process shall be completed and settled on or before the sixth fifth Business Day after the relevant Solicitation Day. (iviii) In accepting any offers made pursuant to a Solicitation Process the Borrower Obligors’ Agent shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in a particular Term Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in a particular Term Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis. (id) A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an “Open Order Process”) which is carried out as follows. (iii) The Borrower Obligors’ Agent (on behalf of the relevant Purchaser) may by itself or through another Purchase Agent or Purchase Agents place an open order (an “Open Order”) to purchase participations in one or more of the relevant Term Facilities up to a set aggregate amount at a set price by notifying at the same time all the Lenders participating in the relevant Term Facilities of the same. Any Lender wishing to sell pursuant to an Open Order will, by 11:00 am 11.00 a.m. on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations participations, and in which Term Facilities, it is offering to sell. Any such offer to sell shall be irrevocable until 11:00 am 11.00 a.m. on the Business Day following the date of such offer from the Lender and shall be capable of acceptance by the Borrower Obligors’ Agent on behalf of the relevant Purchaser on or before such time by it communicating such acceptance in writing to the relevant Lender. (iiiii) Any purchase of participations in the Term Facilities pursuant to an Open Order Process shall be completed and settled by the Borrower relevant Purchaser on or before the fifth fourth Business Day after the date of the relevant offer by a Lender to sell under the relevant Open Order. (iviii) If in respect of participations in a Term Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of such Term Facility to which an Open Order relates would be exceeded, the Borrower Obligors’ Agent shall only accept such offers on a pro rata basis. (viv) The Borrower Obligors’ Agent shall, by 11:00 am 5.00 p.m. on the sixth Business Day following the date on which an Open Order is placed, notify the Agent of the amounts of the participations purchased through such Open Order Process and the identity of the Term Facility Lenders Facilities to which they relate. The Agent shall disclose such information to any Lender that requests the sameLenders. (e) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may be implemented. (f) In relation to any Debt Purchase Transaction entered into by a member of the Group pursuant to this Clause 25.130.1, notwithstanding any other term of this Agreement or the other Finance Documents: (i) on completion of the relevant transfer assignment pursuant to Clause 24 29 (Changes to the Lenders), the portions of the Term Loans to which it relates shall be extinguished and: and any related Repayment Instalments will be reduced pro rata accordingly, unless (A) (in relation to Facility A Loans1) the obligations under Clause 7.1 Obligors’ Agent elects not to extinguish such portions in order to mitigate material Tax costs in the Group or (Repayment 2) such portions are not extinguished as a result of Facility A Loans) shall be satisfied rateably; and (B) (in relation to Facility C Loans) the obligations under Clause 7.3 (Repayment of Facility C Loans) shall be satisfied in such manner as the Facility C Lenders may agreeany mandatory legal provision; (ii) if (1) or (2) in sub-paragraph (i) above applies the Borrower provisions of Clause 30.3 (Disenfranchisement on Debt Purchase Transactions) below shall apply mutatis mutandis to the member of the Group which has purchased such portions; (iii) such Debt Purchase Transaction and the related extinguishment referred to in sub-paragraph (i) above shall not constitute a prepayment of the Facilities; (iv) the Purchaser which is the transferee) assignee shall be deemed to be an entity which fulfils the requirements of Clause 24.1 29.1 (Transfers (Assignments and transfers by the Lenders) to be a New Lender (as defined in such Clause)Lender; (iiiv) no member of the Group shall be deemed to be in breach of any provision of Clause 27 (General Undertakings) solely by reason of such Debt Purchase Transaction; (vi) Clause 29 34 (Sharing among Among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction; and; (ivvii) for the avoidance of doubt, any extinguishment of any part of the Term Loans shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement; and (viii) for the avoidance of doubt, no profit will be recognized within Consolidated EBITDA for the purpose of the Clause 26.2 (Financial condition) as a result of a member of the Group buying back debt under the Facilities.

Permitted Debt Purchase Transactions. (a) The Borrower shall not enter into any Debt Purchase Transaction other than in accordance with the other provisions of this Clause 25. (b) The Borrower may purchase by way of transfer, pursuant to Clause 24 (Changes to the Lenders), a participation in any Term Loan and any related Commitment where: (i) such purchase is made for a consideration of less than par; (ii) such purchase is made using one of the processes set out at paragraphs (c) and (d) below; and (iii) such purchase is made at a time when no Default is continuing; (i) A Debt Purchase Transaction referred to in paragraph (b) above may be entered into pursuant to a solicitation process (a “Solicitation Process”) which is carried out as follows. (ii) Prior to 11:00 am on a given Business Day (the “Solicitation Day”) the Borrower or a financial institution acting on its behalf (the “Purchase Agent”) will approach each Lender which participates in the relevant Term Facility to enable it to offer to sell to the Borrower an amount of its participation in one or more Term Facilities. Any Lender wishing to make such an offer shall, by 11:00 am on the second Business Day following such Solicitation Day, communicate to the Borrower or the Purchase Agent, as applicable, details of the amount of its participations, and in which Term Facilities, it is offering to sell and the price at which it is offering to sell such participations. Any such offer shall be irrevocable until 11:00 am on the fourth Business Day following such Solicitation Day and shall be capable WTL/1019005126/Third Amended and Restated FA of acceptance by the Borrower on or before such time by communicating its acceptance in writing to the Purchase Agent or, if it is the Purchase Agent, the relevant Lenders. The Purchase Agent or the Borrower, as applicable, will communicate to the relevant Lenders which offers have been accepted by 12 noon on the fourth Business Day following such Solicitation Day. In any event by 11:00 am on the fifth Business Day following such Solicitation Date, the Borrower shall notify the Agent of the amounts of the participations purchased through the relevant Solicitation Process, the identity of the Term Facility Lenders to which they relate and the average price paid for the purchase of participations in each relevant Term Facility. The Agent shall disclose such information to any Lender that requests such disclosure. (iii) Any purchase of participations in the Term Facilities pursuant to a Solicitation Process shall be completed and settled on or before the sixth Business Day after the relevant Solicitation Day. (iv) In accepting any offers made pursuant to a Solicitation Process the Borrower shall be free to select which offers and in which amounts it accepts but on the basis that in relation to a participation in a particular Term Facility it accepts offers in inverse order of the price offered (with the offer or offers at the lowest price being accepted first) and that if in respect of participations in a particular Term Facility it receives two or more offers at the same price it shall only accept such offers on a pro rata basis. (i) A Debt Purchase Transaction referred to in paragraph (b) above may also be entered into pursuant to an open order process (an “Open Order Process”) which is carried out as follows. (ii) The Borrower may by itself or through another Purchase Agent or Purchase Agents place an open order (an “Open Order”) to purchase participations in one or more of the Term Facilities up to a set aggregate amount at a set price by notifying at the same time all the Lenders participating in the relevant Term Facilities of the same. Any Lender wishing to sell pursuant to an Open Order will, by 11:00 am on any Business Day following the date on which the Open Order is placed but no earlier than the first Business Day, and no later than the fifth Business Day, following the date on which the Open Order is placed, communicate to the Purchase Agent details of the amount of its participations and in which Term Facilities, it is offering to sell. Any such offer to sell shall be irrevocable until 11:00 am on the Business Day following the date of such offer from the Lender and shall be capable of acceptance by the Borrower on or before such time by it communicating such acceptance in writing to the relevant Lender. (iii) Any purchase of participations in the Term Facilities pursuant to an Open Order Process shall be completed and settled by the Borrower on or before the fifth Business Day after the date of the relevant offer by a Lender to sell under the relevant Open Order.. WTL/1019005126/Third Amended and Restated FA (iv) If in respect of participations in a Term Facility the Purchase Agent receives on the same Business Day two or more offers at the set price such that the maximum amount of such Term Facility to which an Open Order relates would be exceeded, the Borrower shall only accept such offers on a pro rata basis. (v) The Borrower shall, by 11:00 am on the sixth Business Day following the date on which an Open Order is placed, notify the Agent of the amounts of the participations purchased through such Open Order Process and the identity of the Term Facility Lenders to which they relate. The Agent shall disclose such information to any Lender that requests the same. (e) For the avoidance of doubt, there is no limit on the number of occasions a Solicitation Process or an Open Order Process may be implemented. (f) In relation to any Debt Purchase Transaction entered into pursuant to this Clause 25.1, notwithstanding any other term of this Agreement or the other Finance Documents: (i) on completion of the relevant transfer pursuant to Clause 24 (Changes to the Lenders), the portions of the Term Loans to which it relates shall be extinguished and: (A) (in relation to Facility A Loans) the obligations under Clause 7.1 (Repayment of Facility A Loans) shall be satisfied rateably; and (B) (in relation to Facility C Loans) the obligations under Clause 7.3 (Repayment of Facility C Loans) shall be satisfied in such manner as the Facility C Lenders may agree; (ii) the Borrower (which is the transferee) shall be deemed to be an entity which fulfils the requirements of Clause 24.1 (Transfers by the Lenders) to be a New Lender (as defined in such Clause); (iii) Clause 29 (Sharing among the Finance Parties) shall not be applicable to the consideration paid under such Debt Purchase Transaction; and (iv) for the avoidance of doubt, any extinguishment of any part of the Term Loans shall not affect any amendment or waiver which prior to such extinguishment had been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement.