Common use of Terms of Purchase Clause in Contracts

Terms of Purchase. Any purchase under Clause ‎3.3 (Option to Purchase: Senior Secured Notes Creditors) shall be on the following terms: (a) that the transfer is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain security granted to Hedge Counterparties); (b) each Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such a transfer; (c) payment in full in cash of the Hedging Purchase Amount in respect of the transaction under the relevant Hedging Agreements together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparties as a consequence of giving effect to the transfer to such Purchasing Senior Secured Creditors; (d) after the transfer, no Hedge Counterparty will be under any actual or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (e) the Purchasing Senior Secured Creditors (or, if required by the Hedge Counterparties, a third party acceptable to all the Hedge Counterparties) indemnifies each Hedge Counterparty under the Hedging Agreements in respect of all losses which may be sustained or incurred by any Hedge Counterparty as a result of any sum received or recovered by any Hedge Counterparty from any Debtor, any Purchasing Senior Secured Creditors or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from any Hedge Counterparty for any reason; and (f) the relevant transfer shall be without recourse to, or warranty from, any Hedge Counterparty under any Hedging Agreements.

Terms of Purchase. Any purchase under Clause ‎3.3 5.2 (Option to Purchasepurchase: Senior Secured Notes Noteholders and Pari Passu Creditors) shall be on the following terms: (a) that the transfer is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain security granted to Hedge Counterparties)lawful; (b) each Hedge Counterparty is satisfied with the results payment in full in cash of any “know your client” or other checks relating an amount equal to the identity Credit Facility Lender Liabilities outstanding as at the date that amount is to be paid, as determined by the Creditor Representative of any person in relation the Credit Facility Lenders (acting reasonably) together with costs and expenses (including legal fees) incurred by the Creditor Representative or Credit Facility Lenders as a consequence of giving effect to the transfer to such a transferPurchasing Secured Creditors; (c) payment in full in cash of the Hedging Purchase Amount in respect of the transaction under the relevant Hedging Agreements together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparties as a consequence of giving effect to the transfer to such Purchasing Senior Secured Creditors; (d) payment in full in cash of the amount which each Credit Facility Lender certifies to be necessary to compensate it for any loss on account of funds borrowed, contracted for or utilised to fund any amount included in the Credit Facility Lender Liabilities resulting from the receipt of that payment otherwise than on the last day of an interest period as set out in the Credit Facility Agreement; (e) after the transfer, no Credit Facility Lender or Hedge Counterparty will be under any actual or contingent liability to any Debtor or any other person under this Agreement Agreement, any Credit Facility Document or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it; (ef) the Purchasing Senior Secured Creditors (or, if required by the Credit Facility Lenders and Hedge Counterparties, a third party acceptable to all the Credit Facility Lenders and Hedge Counterparties) indemnifies each Credit Facility Lender and each other Finance Party under such Credit Facility Document on the date of the relevant transfer and each Hedge Counterparty under the Hedging Agreements in respect of all losses which may be sustained or incurred by any Credit Facility Lender or other such Finance Party or Hedge Counterparty as a result of any sum received or recovered by any Credit Facility Lender or any Hedge Counterparty from any Debtor, any Purchasing Senior Secured Creditors or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from any Credit Facility Lender or any Hedge Counterparty for any reason; and (fg) the relevant transfer shall be without recourse to, or warranty from, any Credit Facility Lender or other Finance Party under such Credit Facility Document or Hedge Counterparty under any Hedging Agreements, except that each Credit Facility Lender and Hedge Counterparty shall be deemed to have represented and warranted on the date of that transfer that: (i) in the case of a Credit Facility Lender, it is the sole owner, free from all Security and third party interests (other than any arising under the RCF Finance Documents, the Credit Facility Documents or by operation of law), of all rights and interests under the RCF Finance Documents or the Credit Facility Documents purporting to be transferred by it by that transfer; (ii) in the case of a Hedge Counterparty, it is the sole owner, free from all Security and third party interests (other than any arising under the Hedging Agreements or by operation of law) of all rights and interests under the Hedging Agreements purporting to be transferred by it by that transfer; (iii) it has the power to enter into and make, and has taken all necessary action to authorise its entry into and making, that transfer; and (iv) the Credit Facility Lenders and Hedge Counterparties are satisfied with the results of any “know your client” or other checks relating to the identity of any person that they are required by law to carry out in relation to such a transfer.

Terms of Purchase. Any such purchase under Clause ‎3.3 (Option to Purchase: Senior Secured Notes Creditors) shall be take effect on the following terms: (a) payment in full in cash of an amount certified by the Senior Agent to be equal to the aggregate of (x) the Senior Liabilities outstanding as at the date (the “Purchase Date”), that amount is to be paid (being not later than 5 days after the transfer is lawful and made in accordance with the terms date of the Pledge Permit acceptance of the offer by the Senior Agent) and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain security granted to Hedge Counterpartiesy) all other amounts which would be payable on a prepayment as at the Purchase Date determined under the Senior Facilities Agreement (such as breakage costs); (b) each Hedge Counterparty is satisfied with the results relevant rights and obligations of any “know your client” or other checks relating to the identity of any person Senior Finance Parties under the Senior Finance Documents in relation to such a transferthe Senior Liabilities shall be transferred by way of transfers under: (i) clause 29 (Changes to the Lenders) of the Senior Facilities Agreement; and (ii) standard ISDA novation agreements pursuant to which (A) the existing Plateau Hedge Counterparties shall be transferors, (B) the Relevant Purchaser or its nominee(s) shall be transferees and (C) the Borrower and/or Holdco (as the case may be) shall continue as remaining parties, in each case, in form and substance satisfactory to the Senior Agent; (c) payment in full in cash of the Hedging Purchase Amount in respect of the transaction under the relevant Hedging Agreements together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparties as a consequence of giving effect to the transfer to such Purchasing Senior Secured Creditors; (d) after the transfer, no Hedge Counterparty Senior Finance Party will be under any actual or contingent liability to any Debtor Obligor or any other person under this Agreement or any Hedging Agreement Senior Finance Document in relation to any Senior Liabilities for which it is not holding cash collateral in an amount and established on terms reasonably satisfactory to it; (ed) an indemnity is provided from each Obligor or the Purchasing Senior Secured Creditors (or, if required by the Hedge Counterparties, a Relevant Purchaser or another third party acceptable to all the Hedge Counterparties) indemnifies each Hedge Counterparty under the Hedging Agreements Senior Finance Party and in a form satisfactory to each Senior Finance Party in respect of all losses which may be sustained or incurred by any Hedge Counterparty as a result Senior Finance Party in consequence of any sum received or recovered by any Hedge Counterparty Senior Finance Party from any Debtor, any Purchasing Senior Secured Creditors Obligor or any RPM or other person being required (or it being alleged that it is required) to be paid back by or clawed back from any Hedge Counterparty Senior Finance Party for any reasonreason whatsoever, save for losses arising solely from wilful misconduct, gross negligence or fraud on the part of a Senior Finance Party and provided that where it is demonstrated to the reasonable satisfaction of the Senior Agent that those losses could not have been recovered in full by the relevant Senior Finance Party under the Senior Finance Documents if that transfer had not been made, that indemnity shall not extend to the shortfall; andand SCB66 Global Intercreditor Agreement Execution Version (12062009).doc 53 (fe) the relevant transfer shall be without recourse to, or warranty from, any Hedge Counterparty under any Hedging Agreementsthe Senior Finance Parties.

Terms of Purchase. Any purchase to be made under Clause ‎3.3 (Option to Purchase: Senior Secured Notes Creditors) clause 11.1 shall be take effect on the following terms:terms:- (ai) payment in full in cash of an amount equal to the Senior Secured Debt outstanding as at the date that the transfer amount is lawful and made in accordance with the terms of the Pledge Permit and is further subject to Clause ‎2.5 (Maximum interests granted to Noteholders and in certain security granted to Hedge Counterparties)be paid; (b) each Hedge Counterparty is satisfied with the results of any “know your client” or other checks relating to the identity of any person in relation to such a transfer; (cii) payment in full in cash of the Hedging Purchase Amount in respect of the transaction under the relevant Hedging Agreements together with costs and expenses (including legal fees) incurred by the relevant Hedge Counterparties as a consequence of giving effect to the transfer to such Purchasing amount which each Senior Secured CreditorsFinance Party certifies to be necessary to compensate it for any loss on account of funds borrowed, contracted for or utilised to fund any amount included in the Senior Secured Debt resulting from the receipt of that payment otherwise than on the last day of an Interest Period in relation thereto; (diii) after the transfer, no Hedge Counterparty Senior Secured Finance Party will be under any actual or contingent liability to any Debtor Company or any other person under this Agreement or any Hedging Agreement Relevant Document (as appropriate) for which it is not holding cash collateral in an amount and established on terms reasonably satisfactory to it; (eiv) an indemnity is provided severally from the Purchasing those of the Noteholders (or its nominee as referred to at Clause 11.1 above) who have agreed to purchase the Senior Secured Creditors Debt (or, if required by the Hedge Counterparties, a or from another third party acceptable to all the Hedge CounterpartiesAgent) indemnifies each Hedge Counterparty under in a form reasonably satisfactory to the Hedging Agreements Agent in respect of all losses which may be sustained or incurred by any Hedge Counterparty as a result Senior Secured Finance Party in consequence of any sum received or recovered by any Hedge Counterparty Senior Secured Finance Party from any Debtor, any Purchasing Senior Secured Creditors Company or any such Noteholder, or other person being required (or it being alleged that it is required) to be paid back by or clawed back from any Hedge Counterparty such Noteholder for any reasonreason whatsoever, provided that where it is demonstrated to the reasonable satisfaction of the Senior Secured Debt Finance Parties that those losses could not have been recovered in full by the relevant Senior Secured Debt Finance Parties under the Senior Secured Finance Documents, that transfer had not been made, that indemnity shall not extend to the shortfall; and (fv) the relevant transfer shall be without recourse to, or warranty from, the Senior Secured Finance Parties, except that each Senior Secured Finance Party shall be deemed to have warranted on the date of that transfer that: (a) it is the owner, free from all Security and third party interests (other than any Hedge Counterparty arising under any Hedging Agreementsthe Senior Finance Documents or by operation of law), of all rights and interests under the Senior Finance Documents purporting to be transferred by it by that transfer; (b) it has the corporate power to effect that transfer; and (c) it has taken all necessary action to authorise the making by it of that transfer.

Terms of Purchase. Any purchase under Clause ‎3.3 (Option to Purchase: Senior Secured Notes Creditors) shall be on the following terms: (a) that Holders shall be entitled to withdraw their election if the transfer is lawful and made in accordance with Trustee receives not later than one Business Day prior to the terms Specified Purchase Date or Change of Control Payment Date, as applicable, a telegram, telex, facsimile transmission or letter setting forth the name of the Pledge Permit Holder, the principal amount of the Note which was delivered for purchase by the Holder and a statement that such Holder is further subject withdrawing his election to Clause ‎2.5 (Maximum interests granted to Noteholders and have such Note purchased. The Trustee shall promptly notify the Company in certain security granted to Hedge Counterparties);writing of the principal amount of Notes delivered for purchase by the Holders or withdrawal thereof. (b) On or prior to each Hedge Counterparty is satisfied Specified Purchase Date or the Change of Control Payment Date, as applicable, the Company shall irrevocably deposit with the results Trustee or with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.4 hereof) an amount of any “know your client” or other checks relating money and/or arrange for the delivery of Common Shares to the identity Trustee or the Paying Agent to be held on behalf of any person the Holders, as applicable, sufficient to pay the aggregate Purchase Price, plus an amount of money sufficient to pay accrued and unpaid interest, if any, payable to the Holders entitled thereto, to be held for payment in relation accordance with this Section 6.3. In the event that Common Shares are delivered to the Trustee or the Paying Agent as payment of the Purchase Price, the Trustee or the Paying Agent shall transfer such a transfer;Common Shares to the Holders on the Specified Purchase Date or Change of Control Payment Date, as applicable. (c) The Trustee or Paying Agent, as applicable, shall, on or promptly after the Specified Purchase Date or Change of Control Payment Date, as applicable, mail or deliver payment in full in cash to each tendering Holder of the Hedging Purchase Amount in respect Price of the transaction under Notes of such Holder delivered for purchase. In the relevant Hedging Agreements together with costs event that the aggregate Purchase Price (plus accrued and expenses (including legal feesunpaid interest, if any, to the Specified Purchase Date or Change of Control Payment Date, as applicable) incurred delivered by the relevant Hedge Counterparties as a consequence of giving effect Company to the transfer Trustee is less than the amount deposited with the Trustee, the Trustee shall deliver the excess to such Purchasing Senior Secured Creditors;the Company immediately after the Specified Purchase Date or Change of Control Payment Date, as applicable. (d) after Any Note which is tendered only in part (pursuant to the transferprovisions of this Article VI) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 3.3 hereof (with, no Hedge Counterparty if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Note at the expense of the Company, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the principal of the Note so surrendered, provided that each such new Note will be under any actual in a principal amount of U.S.$1,000 or contingent liability to any Debtor or any other person under this Agreement or any Hedging Agreement for which it is not holding cash collateral in an amount and on terms reasonably satisfactory to it;integral multiple thereof. (e) The Guarantor and the Purchasing Senior Secured Creditors (orCompany will comply, if required by to the Hedge Counterpartiesextent applicable, a third party acceptable to all with the Hedge Counterparties) indemnifies each Hedge Counterparty requirements of Rule 14e-1 under the Hedging Agreements Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in respect connection with the purchase of all losses which may be sustained Notes in connection with a Specified Purchase Date or incurred by any Hedge Counterparty as a result Change of Control. To the extent that the provisions of any sum received securities laws or recovered regulations conflict with the provisions relating to the Specified Purchase Date or Change of Control Offer, the Guarantor and the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described above by any Hedge Counterparty from any Debtor, any Purchasing Senior Secured Creditors or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from any Hedge Counterparty for any reason; and (f) the relevant transfer shall be without recourse to, or warranty from, any Hedge Counterparty under any Hedging Agreementsvirtue thereof.