Permitted Payments: Intra-Group Liabilities. (a) Subject to paragraph (b) below, the Debtors (who are members of the Group) may make Payments in respect of the Intra-Group Liabilities (of whatsoever type, including payments of principal and/or interest, and of whatsoever nature, including by way of set-off, netting and/or account combination) from time to time, provided that no such payment would breach the terms of the Senior Facilities Agreement or the Bond Terms. (b) Payments in respect of the Intra-Group Liabilities may not be made pursuant to paragraph (a) above if, at the time of the Payment, an Acceleration Event has occurred unless: (i) prior to the Senior Discharge Date, the Majority Instructing Creditors consent to that Payment being made; (ii) that Payment is made to facilitate Payment of the Senior Liabilities; (iii) that Payment is made to facilitate , or is otherwise an intermediary step to the making of, any Permitted Payment (excluding any Permitted Intra-Group Payment); or (iv) otherwise directed by, or consented to by, the Security Agent or (prior to the Senior Discharge Date) the Majority Instructing Creditors. (c) Notwithstanding anything in this Agreement or any Debt Document to the contrary, nothing in this Agreement or any Debt Document shall prohibit or restrict: (i) the roll-up or capitalisation of interest on, or other amounts in respect of, the Intra-Group Liabilities or the payment of interest on Intra-Group Liabilities by the issue of payment-in- kind instruments, an issue of shares, an incurrence of indebtedness constituting Intra- Group Liabilities, or (other than in the case of the “NewCo Loan” (as defined in the Senior Facilities Agreement)) any forgiveness, write-off or capitalisation of any Intra-Group Liabilities or the release or other discharge of any such Intra-Group Liabilities, provided that no capitalisation of an amount of principal of an Intra-Group Liability (excluding, for the avoidance of any doubt, the capitalisation of interest into principal) may be undertaken at any time that any Default or Event of Default is continuing, and provided further that no such issuance of shares may occur if it would result in (A) any Change of Control (as defined in the Senior Facilities Agreement) or (B) a direct or indirect wholly owned subsidiary of the Target no longer being directly or indirectly wholly owned by the Target; (ii) any Intra-Group Liability of a Debtor (who is a member of the Group) being released or discharged in consideration for the issue of shares in that Debtor or any other member of the Group, provided that no such release or discharge may occur if it would result in (A) any Change of Control (as defined in the Senior Facilities Agreement) or (B) a direct or indirect wholly owned subsidiary of the Target no longer being directly or indirectly wholly owned by the Target; (iii) any Payment to an Intra-Group Lender pursuant to the terms of any Senior Finance Document which is a Payment other than in respect of Intra-Group Liabilities and which is expressly permitted under the Senior Finance Documents; and (iv) any repayment of any Intra-Group Liabilities made to fund any Payment in respect of the Senior Liabilities (in each case to the extent that such Payment or other matter is not prohibited by this Clause 5), and none of the foregoing shall constitute Enforcement Action.
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Sources: Intercreditor Agreement
Permitted Payments: Intra-Group Liabilities. (a) Subject to paragraph paragraphs (b) and (c) below, the Debtors (who are members of the Group) may make Payments in respect of the Intra-Group Liabilities (whether of whatsoever typeprincipal, including payments of principal and/or interest, and of whatsoever nature, including by way of set-off, netting and/or account combinationinterest or otherwise) from time to time, provided that no such payment would breach the terms of the Senior Facilities Agreement or the Bond Termstime when due.
(b) Payments in respect of the Intra-Group Liabilities may not be made pursuant to paragraph (a) above if, at the time of the Payment, an Acceleration Event has occurred unless:
(i) prior to the Senior Discharge Date, the Majority Instructing Creditors consent Group consents to that Payment being made;; or
(ii) that Payment is made to facilitate the making of a Permitted Super Senior Debt Payment, a Permitted Hedge Payment or a Permitted Senior Secured Debt Payment.
(c) No payment of principal may be made in respect of the Senior Structural Intra-Group Liabilities by a French Debtor thereunder pursuant to paragraph (a) above unless such payment is made to facilitate the making of a payment under any Primary Debt Document, where the proceeds of the relevant financing documented thereunder were on-lent, directly or indirectly, to such French Debtor under such Structural Intra-Group Liabilities.
(d) Notwithstanding any other provision of this Agreement, Structural Intra-Group Liabilities may be cancelled, forgiven or otherwise repaid, released or discharged upon:
(i) a sale or other disposition (including by way of consolidation or merger) of the relevant debtor in respect of such Structural Intra-Group Liabilities (whether by direct sale or sale of a holding company), if the sale or other disposition does not violate the Primary Debt Documents and the relevant debtor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;
(ii) the sale or disposition of all or substantially all the assets of the relevant debtor in respect of such Structural Intra-Group Liabilities (other than to the Parent or any of its Subsidiaries), if the sale or other disposition does not violate the Primary Debt Documents;
(iii) that Payment is made to facilitate , or is otherwise an intermediary step to the making of, any Permitted Payment (excluding any Permitted Intra-Group Payment); or
(iv) otherwise directed by, or consented to by, the Security Agent or (prior to the Senior Discharge Date) the Majority Instructing Creditors.
(c) Notwithstanding anything in this Agreement or any Debt Document to the contrary, nothing in this Agreement or any Debt Document shall prohibit or restrict:
(i) the roll-up or capitalisation of interest on, or other amounts in respect of, the Intra-Group Liabilities or the payment of interest on Intra-Group Liabilities by the issue of payment-in- kind instruments, an issue of shares, an incurrence of indebtedness constituting Intra- Group Liabilities, or (other than in the case of the “NewCo Loan” (as defined in the Senior Facilities Agreement)) any forgiveness, write-off or capitalisation a result of any Intra-Group Liabilities merger or consolidation transaction if the release merger or other discharge of any such Intra-Group Liabilities, provided that no capitalisation of an amount of principal of an Intra-Group Liability (excluding, for consolidation does not violate the avoidance of any doubt, the capitalisation of interest into principal) may be undertaken at any time that any Default or Event of Default is continuing, and provided further that no such issuance of shares may occur if it would result in (A) any Change of Control (as defined in the Senior Facilities Agreement) or (B) a direct or indirect wholly owned subsidiary of the Target no longer being directly or indirectly wholly owned by the Target;
(ii) any Intra-Group Liability of a Debtor (who is a member of the Group) being released or discharged in consideration for the issue of shares in that Debtor or any other member of the Group, provided that no such release or discharge may occur if it would result in (A) any Change of Control (as defined in the Senior Facilities Agreement) or (B) a direct or indirect wholly owned subsidiary of the Target no longer being directly or indirectly wholly owned by the Target;
(iii) any Payment to an Intra-Group Lender pursuant to the terms of any Senior Finance Document which is a Payment other than in respect of Intra-Group Liabilities and which is expressly permitted under the Senior Finance Primary Debt Documents; and
(iv) any repayment of any Intra-Group Liabilities made to fund any Payment in respect of the Senior Liabilities (in each case to the extent that such Payment cancellation, forgiveness, repayment, release or other matter discharge, whether by capitalization or otherwise, is not prohibited necessary to comply with applicable tax regulations regarding the deductibility of interest expense (as determined in good faith by this Clause 5), and none senior management of the foregoing shall constitute Enforcement ActionParent).
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